In accordance with the provisions of the AFEP-MEDEF Code, the Board’s internal Rules of Procedure state that the Appointments, Remuneration & Governance Committee shall supervise annually an evaluation of the functioning of the Board of Directors and propose areas for improvement. Once a year, therefore, the Board dedicates one item on its agenda to this evaluation and holds a discussion on its functioning and that of its Committees in order to improve its efficiency and ensure that important issues are appropriately prepared and discussed.
Every three years, this evaluation is conducted by an independent external consultant under the supervision of the Appointments, Remuneration & Governance Committee.
The 2019 annual evaluation was conducted internally using a questionnaire including both closed-ended questions, enabling statistical monitoring of the answers provided by directors, and open-ended questions, enabling directors to give detailed answers, provide qualitative observations, propose changes, and share their expectations for the 2020 fiscal year. The Directors completed this questionnaire anonymously and the results of the assessment were presented and discussed at an executive session (1) held on 12 December 2019.
The last external evaluation was conducted in 2016 by an independent board, under the guidance of the Committee in charge of the Governance issues. Accordingly, an analysis of the individual contribution of each Director to the Board’s work was conducted.
In view of the major changes made to the membership of the Board of Directors in the course of the 2019 fiscal year, it was decided to postpone by one year the external evaluation of the Board and Committees, which has therefore been conducted in 2020. This evaluation was conducted by a specialised external firm, selected following a call for tenders, under the supervision of the Appointments, Remuneration and Governance Committee. The evaluation was conducted during the third quarter of 2020, via in-depth interviews with each of the directors based on a questionnaire and an interview guide prepared by the specialist firm in collaboration with the Chair of the Committee.
The conclusions of this evaluation were examined at a meeting of the Appointments, Remuneration and Governance Committee on 9 December 2020, before being presented to the Board on 16 December 2020.
The results of this evaluation showed that the directors believe that the quality of the work of the Board and its Committees has continued to improve in recent years. The members consider that the Board is working in a professional and committed manner. The quality of all directors and the diversity of opinions represented are appreciated. The dynamics of the discussions, based in particular on the transparency of the information provided and the commitment of the members, are considered constructive. The directors consider that the functioning and organisation of the work of the Board and its Committees are rigorous and adapted to the complexity of the Company.
Among the areas for improvement identified are actions aimed at prioritising the work of the Board, by continuing to discuss on a selection of the subjects addressed, a better contribution to the monitoring of the Group’s major operating risks and, finally, further strengthening the contribution of the Board and the Committees on structural subjects, notably by strengthening the Board’s skills in the areas of senior management of large companies, in the energy sector and possibly internationally.
As part of this external evaluation, an analysis of the individual contribution of the directors to the Board’s work was conducted. The independent consultant provided individual and confidential feedback to each of the directors, as was the case for the previous evaluation in 2016.
The Chairman & Chief Executive Officer ensures that the directors have the necessary information for them to carry out their remit. This information is provided to them as soon as possible to enable them to carry out their remit in the best conditions.
Under the Board’s internal Rules of Procedure, it periodically receives information on the financial, treasury and off-balance sheet commitments position of the Company and the Group, as well as information on the performance of the Company’s principal subsidiaries on the occasion of the presentation of the annual and half yearly financial statements, in addition to the purchasing and human resources policy. The Board of Directors is also regularly informed of changes to the Company’s markets, competitive environment and the main challenges facing the Company, including in the field of corporate social, societal and environmental responsibility.
A document reviewing the Group’s current major business sectors and the market trends, as well as the economic, financial and institutional context is regularly communicated to the Board of Directors. The Company also provides them with quarterly monitoring of key indicators concerning EDF and the Group, and more generally with any useful information between Board meetings, in accordance with the significance or urgency of the matter.
The directors can add to this information by meeting with the principal executives of the Company or Group, without the Chairman’s presence being necessary, to discuss issues on the Board’s agenda.
Finally, each Director can receive additional training in the specific characteristics of the Company and the Group, their business activities and their field of activity, as well as specific themes falling within the remit of the Committees of which they are members. Information meetings may also be organised on complex matters or issues of major strategic importance, together with any training requested by members.
Since 2016, the Board of Directors has been using a digital platform, which allows for the smooth, swift and secure availability of Board and Committee files. Since 2020, in the context of the health crisis, the Board has been using a secure videoconferencing tool for its meetings when they are held remotely
The internal Rules of Procedure of the Board of Directors state that its members are subject to obligations such as: acting in all circumstances in the corporate interest of the Company, informing the Board of situations of conflict of interest (see also section 4.4.1 “Conflicts of interest”), and refraining from contributing to the discussions and voting on any decision in which there might be a conflict of interest, fulfilling the obligation of confidentiality, carrying out their term of office with diligence and commitment, and complying with the EDF Stock Exchange code of ethics.
The directors and the Chairman & Chief Executive Officer are required to immediately inform the Board of any agreement entered into by the Company in which they hold a direct or indirect interest, or which might be entered into through an intermediary.
In addition to the right to obtain disclosure of the documents and information necessary to perform their work, the directors also have a duty to request the information they deem essential to carry out their duties in the appropriate manner.
Under the internal Rules of Procedure, each Director undertakes to ensure that his or her status complies with the French Commercial Code and the AFEP-MEDEF Code recommendations on plurality of offices and to keep the Board informed of offices they hold at other companies. The Chairman & Chief Executive Officer is also required to inform the Board of Directors before accepting an appointment in a listed company
(1) Meeting without the presence of the Chairman and Chief Executive Officer.
