EDF adheres to the AFEP-MEDEF Code, which is the Corporate Governance Code to which the Company refers, in accordance with Article L. 22-10-10 of the French Commercial Code, subject to the specific laws and regulations applicable to EDF.
These specific laws and regulations, in accordance with EDF’s status as a French State-owned company and in particular the application to the Company of Order no. 2014-948 of 20 August 2014 and its implementing texts, and Decree no. 53–707 of 9 August 1953, are detailed in this Universal Registration Document and relate specifically to:
In addition to the aforementioned specific laws and regulations, the table below sets out the AFEP-MEDEF Code recommendations that are not applied by the Company and the related explanations:
| AFEP-MEDEF Code recommendation | Company’s position | Explanation | Section of the Universal Registration Document |
| Holding of Company shares by Directors Recommendation no. 20 : “[…] the Director should personally be a shareholder and, by virtue of the provisions in the by-laws or the internal regulations, hold a minimum number of shares that is significant in relation to the compensation awarded to them. If he or she does not hold these shares when assuming office, he or she should use his or her compensation to acquire them.” | The Company’s articles of association and the Board’s internal Rules of Procedure do not require Directors to hold a minimum number of shares significant in relation to the remuneration they receive for their term of office. | In accordance with the law of 26 July 1983, the Directors representing the employees receive no remuneration for their term of office. Furthermore, the remuneration received for their term of office by Directors recommended by the French State, who are civil servants, is paid to the French State budget. Directors appointed on the recommendation of the French State who are not civil servants may only receive 85% of the remuneration due to them, the remainder being paid to the French State budget. Finally, the Chairman of the Board of Directors does not receive any remuneration for his or her term of office as Director. Given the wide range of situations, the Board has not established a rule on the holding of the Company’ shares. Furthermore, each Director must act in the Company’s best interests, irrespective of the number of Company shares they hold in their personal capacity. |
See sections 4.6.3 (“Total remuneration of Directors”) and 4.5 (“Shareholding by corporate officers and trading in EDF securities by corporate officers and executives”). |
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Requirement for corporate officers to hold shares Recommendation no. 23: “The Board of Directors defines a minimum number of registered shares that the company officers must retain through to the end of their term of office. […] Until this objective regarding the holding of shares has been achieved, the company officers will devote a proportion of exercised options or awarded performance shares to this end as determined by the Board.” |
The Board of Directors has not prescribed regulations for the holding by the Chairman and Chief Executive Officer of a minimum number of the Company’s shares. |
The Chairman and Chief Executive Officer does not receive any remuneration for his or her term of office as Director. His or her remuneration is limited in accordance with Decree no. 53–707 of 9 August 1953 amended by Decree no. 2012-915 of 26 July 2012. Finally, the Company has not put in place a stock and/or performance stock option plan in favour of the Chairman and Chief Executive Officer. Accordingly, it was decided not to implement this recommendation. Furthermore, the executive corporate officer must act in the Company’s best interests, irrespective of the number of Company shares he or she holds in his or her personal capacity. |
See sections 4.6.2 (“Total remuneration of the Chairman and Chief Executive Officer”), and 4.6.4 (“Stock options – Bonus shares”). |
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Rules for the distribution of remuneration paid to Directors for their term of office Recommendation no. 21.1: The method of distribution of this remuneration “should take account, in such ways as it shall determine, of the directors' actual attendance at meetings of the Board and committees, and the amount shall therefore consist primarily of a variable portion.” |
A significant but not preponderant share of the remuneration paid to Directors for their term of office is dependent upon actual attendance by the Directors of the Board and Committee meetings. |
Special distribution rules have been adopted, which take account in particular of the level of responsibilities and the time spent by the Directors on their duties. Although the variable share of remuneration paid for the term of office, which compensates the actual presence of Directors is not preponderant, the Company considers that it is nonetheless significant, insofar as it accounts for 50% of the total amount allocated and that, as is recommended by the AFEP-MEDEF Code, it is commensurate with the level of responsibilities assumed by the Directors and with the time, which they must devote to their duties. |
See sections 4.6.3 (“Total remuneration of Directors”) |
