Universal Registration Document 2020

Evaluation of director independence

The Board of Directors annually reviews the individual situation of the directors with regard to the independence criteria provided in the AFEP-MEDEF Code. It may also be called upon to make a decision during the year in the event of a change in the membership of the Board or the status of a Director justifying a review of his or her independence.

At a meeting on 7 February 2020, the Appointments, Remuneration & Governance Committee (see section 4.2.3 “Board of Directors’ Committees”) examined the individual situations of Directors, taking into account the independence criteria provided for by the AFEP-MEDEF Code. The Board of Directors, at its meeting of
13 February 2020, performed its annual evaluation of director independence and confirmed the classification as independent directors of Ms Lewiner, Ms Parisot,
Ms Pedini, Mr Crémel, and Mr Petitcolin.

At a meeting on 9 February 2021, the Appointments, Remuneration & Governance Committee examined the situation of Directors, taking into account the independence criteria provided for in the AFEP-MEDEF Code.

The Committee noted that Jean-Bernard Lévy, due to his capacity as Chairman & Chief Executive Officer, and therefore Executive Officer cannot be considered as an independent director (criterion no. 1).

The directors appointed on the recommendation of the French State in accordance with Article 6 of Order no. 2014-948 of 20 August 2014 on the governance and equity transactions of companies with a public shareholding “represent”, by virtue of this law, “the interests of the French State as shareholder”. In view of the criteria set by the AFEP-MEDEF Code, these directors cannot be considered as independent (criterion no. 8). The same holds true for the Representative of the French State appointed pursuant to the provisions of Article 2 of the Order of 20 August 2014, in his capacity as representative of EDF’s majority shareholder (criterion no. 8).

Finally, directors representing employees are not subject to an assessment, in accordance with the recommendations of the AFEP-MEDEF Code.

With respect to business relationships, the Committee examined the situation of
Ms Lewiner, Ms Parisot, Ms Pedini, Mr Crémel, and Mr Petitcolin with regard to criterion no. 3 provided for in the AFEP-MEDEF Code. In particular, the Committee examined any business ties that might exist between the Company and companies, in which these directors hold offices or senior management positions, as well as groups to which they belong, on a quantitative level (importance of any business relations existing between the Company and these companies, their groups, and sales between them recorded in the course of the 2020 fiscal year), and on a qualitative level (director’s position in the companies in question, nature of business relations, any economic dependence, exclusivity, etc.). Based on their findings, none of the companies, in which Ms Lewiner, Ms Parisot, Ms Pedini, Mr Crémel, and Mr Petitcolin hold offices or senior management positions, nor any of the Groups to which they belong, could be classified as a significant client, supplier, business banker, financing banker or important consultant of the EDF group, nor could EDF be considered a significant client or supplier of these companies or their groups. Following these analyses, the Committee therefore concluded that there were no significant business ties involving these directors.

After receiving the Committee’s opinion, the Board of Directors assessed the individual situation of Mrs Lewiner, Mrs Parisot, Mrs Pedini, Mr Crémel and
Mr Petitcolin at its meeting on 17 February 2021 and confirmed their independence in accordance with the independence criteria set out in the AFEP-MEDEF Code. The Board deemed that none of these directors had any relations with the Company, its Group or its management that might compromise the exercise of their freedom of judgement.

On the date of filing this Universal Registration Document, the Company’s Board of Directors therefore features five independent directors out of the twelve taken into account to make the calculation in accordance with the AFEP-MEDEF Code, i.e. a proportion higher than the recommendations of the AFEP-MEDEF Code.

The table below presents the situation of the directors classified as independent taking into account the criteria provided for in the AFEP-MEDEF Code: