Universal Registration Document 2020

4. Corporate governance

Duties

The Corporate Responsibility Committee examines, in connection with the Group’s strategy, the Group’s commitments and policies, as well as their implementation, in terms of ethics, compliance, and corporate responsibility. It examines the way in which the Company takes account of issues relating to climate change. In conjunction with the Audit Committee, it ensures the existence of programmes to identify and manage the main risks in these fields and compliance with legal and regulatory provisions.

In the line of its duties, it examines particularly the factors constituting the declaration of extra-financial performance included in the management report in accordance with the French Commercial Code, in conjunction with the Audit Committee, the annual ethics and compliance report, the EDF mediator’s annual report, as well as the annual reports by the French inspector general for nuclear safety and radiation protection and the inspector for hydropower safety (see sections 1.4.1.3.1.3 “Hydropower safety” and 1.4.1.1.2.2 “Environment, nuclear safety, radiation protection”).

The Committee submits an opinion to the Board on the way in which the Company implements a non-discrimination and diversity policy, particularly in terms of balanced representation of women and men in governing bodies.

In accordance with best market practice and stakeholder expectations with regard to the governance of climate issues, the Company has further strengthened its climate governance in 2020 by appointing a Climate point person to the Board of Directors. In addition to the missions already entrusted to the Board, the Corporate Responsibility Committee and the Audit Committee in terms of monitoring the risks and opportunities related to climate change, the Chair of the Corporate Responsibility Committee was designated as Climate point person to the EDF’s Board of Directors. As Climate point person, in line with EDF’s raison d’être, the Chair of the Committee is responsible for:

  • ensuring, in conjunction with the Chairman of the Board of Directors and the Executive Committee’s Climate point person (see section 3.1.3 “EDF Climate Governance”), that the Board of Directors identifies all the impacts of climate change for the Group and that the Board’s work and the strategy it defines incorporate such climate change issues;
  • regularly informing the Board of the Company’s climate strategy, after presentation to the Corporate Responsibility Committee by the Climate point person of the Executive Committee;
  • ensuring, in conjunction with the Chairman of the Board, that the Corporate Responsibility Committee and the Board regularly review the implementation of the Group’s carbon neutrality trajectory adopted by the Executive Committee;
  • understanding, in the context of the Corporate Responsibility Committee’s duties, how the Group applies the recommendations of the Taskforce on Climate related Financial Disclosures (TCFD) (see sections 3.1 “Carbon Neutrality and the Climate” and 3.1.3 “EDF Climate Governance”) and reports on climate-related risks.

The Committee may submit any opinions, proposals and recommendations to the Board of Directors in fields falling within its remit.

Activity in 2020
 

2020

2019

Number of meetings

Number of meetings

2020

4

Number of meetings

2019

8

Average attendance rate

Average attendance rate

2020

95.8%

Average attendance rate

2019

87.5%

Average duration of the meetings

Average duration of the meetings

2020

2 hours and 23 minutes

Average duration of the meetings

2019

1 hour and 20 minutes

More precisely, in 2020, the Committee examined EDF’s draft raison d’être, prior to its adoption by the Board of Directors and its submission to the Shareholders’ Meeting of 7 May 2020 (see section 1.2.3 “Significant events of the year”), the Group’s implementation of the duty of care and the associated risks, and the 2019 statement of non-financial performance included in the 2019 management report, the 2050 carbon neutrality trajectory, the Group’s commitments to biodiversity, the results of the “My EDF” 2019 survey, the 2019 report of the EDF Ombudsman, EDF’s policy and report on gender, professional and salary equality, the draft gender equality policy for EDF’s management bodies prior to its approval by theBoard (see section 4.2.1 “Members of the Board of Directors”), the Group’s health and safety policy and review, the Group’s annual ethics and compliance review, the Group’s new CSR architecture, an update on the new employee representative bodies and social dialogue within the EDF group, as well as the 2019 reports of the Inspector General for Nuclear Safety and Radiation Protection and the Inspector for Hydropower Safety.

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.

4.2.3.5 Appointments, Remuneration & Governance Committee
Membership

The table below outlines the membership of the Appointments, Remuneration & Governance Committee on the date of filing of the Universal Registration Document:

Members of the Appointments, Remuneration & Governance Committee
Colette LewinerChairIndependent director appointed by the Shareholders’ Meeting
Karine GrangerMemberDirector elected by the employees
Claire PediniMembreIndependent director appointed by the Shareholders’ Meeting
Martin VialMemberRepresentative of the French State.
Number of members4
Number of independent directors2
Percentage of independent directors*66.67%

*Excluding directors representing the employees.