Universal Registration Document 2020

Article L. 823-19 of the French Commercial Code states that at least one member of the Committee must have specific skills in financial or accounting matters and be independent based on the criteria defined and made public by the Board of Directors. Furthermore, Article 16.1 of the AFEP-MEDEF Code recommends that all members of the Audit Committee have financial or accounting skills, that the
re-election of the Chair of the Committee be specifically examined by the Board and that the proportion of independent directors on the Board be at least two-thirds, excluding directors representing employees.

The Board of Directors, meeting on 16 May 2019 following the Shareholders’ Meeting, re-examined the membership of the Committee, taking account of changes to the membership of the Board. Regarding the Audit Committee, the Board particularly noted that Ms Lepetit, whose re-election as Chair of the Audit Committee was recommended, as well as Ms Lewiner and Mr Crémel, have specific financial and accounting skills in accordance with the criteria recommended by the Autorité des marchés financiers (AMF) (French Financial Markets Authority) in its report on the Audit Committee of 22 July 2010. The Board therefore found that
Ms Lewiner and Mr Crémel meet the criteria regarding both skills and independence set out in Article L. 823-19 of the French Commercial Code (see section 4.2.2.4 “Evaluation of director independence”).

After receiving the opinion of the Appointments, Remuneration and Governance Committee, the Board of Directors appointed Mr Petitcolin as a member of the Audit Committee on 17 February 2021 and noted that he has expertise in financial and accounting matters. Mr Petitcolin thus meets the criteria regarding both skills and independence set out in Article L. 823-19 of the French Commercial Code (see section 4.2.2.4 “Evaluation of director independence”).

Duties

The Audit Committee carries out the duties entrusted to it in accordance with Article L. 823-19 of the French Commercial Code under the supervision of the Board of Directors. In accordance with this article, the Committee is tasked with the following duties in particular:

• monitoring the process to prepare financial information and making any recommendations to guarantee its integrity;
• monitoring the effectiveness of the internal control, risk management and internal audit systems, regarding procedures relating to the preparation and processing of accounting and financial information;
• monitoring the performance of the duties of the Statutory Auditors, ensuring their independence, and approving the provision of the services mentioned in Article
  L. 822-11-2 of the French Commercial Code.

In fulfilling its duties, it examines and gives its opinion to the Board of Directors, on:

• the Company’s financial position, the medium-term plan and the budget;
• the preliminary and consolidated annual and half-yearly financial statements and related financial reports;
• the monitoring of risks and internal control (mapping of Group risks and methods of detection, anticipation and management of risks in all areas, including social, environmental and climate change risks, organisation and evaluation of internal control processes); in this context, it ensures, in conjunction with the Corporate Responsibility Committee, the existence of programmes for the internal control and management of the main risks in terms of ethics, compliance, and corporate responsibility;
• the audit (annual audit programme, main findings and corrective actions, action plan, monitoring of their implementation);
• the monitoring of the Statutory Auditors (coordination of the auditor selection procedure, monitoring of the Statutory Auditors’ fulfilment of their duties taking account, where applicable, of the findings and conclusions of the Haut Conseil du Commissariat aux comptes (i.e. French High Council of Auditors), verification of the Statutory Auditors’ compliance with the conditions of independence provided for in the applicable laws, opinion on the amount of fees, approval of the provision by the Statutory Auditors of procedures other than the certification of accounts in accordance with a procedure approved by the Board of Directors on
  3 November 2016);
• the financial aspects of external growth or divestment activities that are particularly significant (see section 4.2.2.3 “Powers and duties of the Board of Directors”);
• he policies in terms of insurance, energy market risks and risk of bankruptcy of the Group’s counter parties.

The examination of the financial statements by the Committee is accompanied by a presentation by the Statutory Auditors underlining the bases for the preparation of the financial statements, the applicable accounting frame of reference, the audit approach implemented and the conclusions of their auditing work or limited review. In addition to the meetings of the Audit Committee devoted to examining the annual and half-yearly financial statements, the Statutory Auditors also attend the meetings devoted to risk monitoring, internal control and auditing.

For the purposes of its work, the Committee regularly meets with the Statutory Auditors, Executive Management, Corporate Finance, Group Risk Management and Internal Auditing.

Activity in 2020

The table below presents the statistical data relating to the 2019 and 2020 fiscal years:

In 2020, the Audit Committee examined in particular the half-yearly and annual financial statements and the related financial reports, the presentation of the Statutory Auditors’ 2020 audit plan and the key points of the findings of their audit, the 2021 budget, and the 2021-2023 medium-term plan (MTP), the review of the value of assets and the methodology for calculating the discount rate for nuclear provisions with a view to the closing of the 2020 financial statements, off-balance sheet commitments, the updated risk mapping taking account of the reassessment of the risks following the health crisis, risk monitoring and control methods and the improvement initiatives identified, the audit plan, the summary of internal audits, the follow up of the implemented action plans, the annual financial management and financial risk control mandate and the Group’s annual counterparty risk summary.

In 2020, in accordance with the procedure approved by EDF’s Board of Directors on
3 November 2016, the Committee authorised the Statutory Auditors and the members of their network to provide services other than the certification of the financial statements and it was informed on a half-yearly basis of the services provided as part of the pre-approval process under the terms of this procedure.

The Committee did not need to seek any external technical advice or order any studies on issues falling within its remit during the 2020 fiscal year.