In accordance with Order no. 2014-948 of 20 August 2014 regarding governance and trading in French State-owned companies, EDF is administered by a Board of Directors consisting of three to eighteen members, including members appointed by the Shareholders’ Meeting, others appointed upon recommendation of the French State in accordance with Article 6 of the Order, a French State Representative chosen by the Minister for the Economy from the Civil Service in accordance with Article 4 of the Order, and one third employee representatives elected in accordance with the provisions of the law of 26 July 1983 (1).
On the date of filing of this Universal Registration Document, the Board of Directors comprises eighteen members:
The Government Commissioner (2) and Head of the French State General Economic & Financial Supervisory Mission to the Company (3) and the Secretary of the Central Social & Economic Committee attend the meetings of the Board of Directors in an advisory capacity only.
The Government Commissioner (2) and Head of the French State General Economic & Financial Supervisory Mission to the Company (3) and the Secretary of the Central Social & Economic Committee attend the meetings of the Board of Directors in an advisory capacity only.
Between 1 January 2021 and the date of filing of this Universal Registration Document, the following amendments and events have intervened in the membership of the Board of Directors (see the table below disclosing personal information concerning the Directors):
| First name, surname | Director/Category | Event | Date of Event |
|---|---|---|---|
| François Delattre | François Delattre Director/CategoryDirector appointed by the Shareholders’ Meeting on recommendation of the French State |
François Delattre EventRenewal of the term of office |
François Delattre Date of EventShareholders’ Meeting of 6 May 2021 |
| Marie-Christine Lepetit | Marie-Christine Lepetit Director/CategoryDirector appointed by the Shareholders’ Meeting on recommendation of the French State |
Marie-Christine Lepetit EventRenewal of the term of office |
Marie-Christine Lepetit Date of EventShareholders’ Meeting of 6 May 2021 |
| Colette Lewiner | Colette Lewiner Director/CategoryDirector appointed by the Shareholders’ Meeting |
Colette Lewiner EventRenewal of the term of office |
Colette Lewiner Date of EventShareholders’ Meeting of 6 May 2021 |
| Michèle Rousseau | Michèle Rousseau Director/CategoryDirector appointed by the Shareholders’ Meeting on recommendation of the French State |
Michèle Rousseau EventRenewal of the term of office |
Michèle Rousseau Date of EventShareholders’ Meeting of 6 May 2021 |
| Laurence Parisot | Laurence Parisot Director/CategoryDirector appointed by the Shareholders’ Meeting |
Laurence Parisot EventExpiry of the term of office |
Laurence Parisot Date of Event06 May 2021 |
| Nathalie Collin | Nathalie Collin Director/CategoryDirector appointed by the Shareholders’ Meeting |
Nathalie Collin EventAppointment |
Nathalie Collin Date of EventShareholders’ Meeting of 22 July 2021 |
| Jacky Chorin | Jacky Chorin Director/CategoryDirector elected by the employees, sponsored by the FO trade union |
Jacky Chorin EventResignation |
Jacky Chorin Date of Event28 July 2021 |
| Sandrine Lhenry | Sandrine Lhenry Director/CategoryDirector elected by the employees, sponsored by the FO trade union |
Sandrine Lhenry Eventreplacing Jacky Chorin* |
Sandrine Lhenry Date of Event28 July 2021 |
* Article 16 of Act No. 83-675 of 26 July 1983 on the democratisation of the public sector provides that the candidates coming on a list immediately after the last elected candidate are called upon to replace the representatives elected on this list whose seat would become vacant for any reason whatsoever.
Véronique Bédague-Hamilius having announced her intention to resign from her position as director with effect at the end of the General Meeting called to approve the financial statements for the year ended 31 December 2021, the Board of Directors, meeting on 14 March 2022, decided, upon reccomendation of the Appointment, Remuneration and Governance Committee, to propose to the General Meeting called for 12 May 2022 the appointment of Delphine Gény- Stephann as director for a term of three years, by way of exception to the statutory term of office of 4 years for directors, in order to maintain the staggered renewal of the Board of Directors (see section 4.2.2.1 “Term of office of Directors – Staggered renewal of the Board”).
In accordance with Articles L. 225-18-1 and L. 22-10-3 of the French Commercial Code and the Order of 20 August 2014, EDF is subject to the regulations relating to the balanced representation of women and men on Boards of Directors and Supervisory Boards and the Company must comply with a proportion of no less than 40% of Directors of each gender on the Board, excluding Directors representing employees. On the date of filing of this Universal Registration Document, EDF’s Board of Directors includes nine women, including three of the Directors elected by employees. Women thus make up 50% of the Board members taken into consideration to calculate this percentage (i.e. excluding Directors representing employees), and of the Board members as a whole.
Moreover, in accordance with the recommendations of the AFEP-MEDEF Code, during its meeting held on 16 December 2020, the Board of Directors defined a policy of gender balance for the management bodies applicable to the Company, hence enabling the goals of the Group’s Diversity plan (Plan Ambition Mixité) adopted by the Executive Committee on 18 November 2019 (4) to be implemented within EDF and providing for several commitments aimed at removing the “glass ceiling” for women executives in terms of membership of Executive Committees and senior management positions. Within the Company, the objectives set by the Board are as follows:
To meet these objectives, EDF’s Executive Management shall adapt the objectives to the proportion of women executives in each of the Company’s divisions and will pursue the action plans undertaken to:
(1) The employee representatives referred to in Paragraph I of Article 7 of the Order of 20 August 2014 are subject, for their election and their status, to the same provisions as those applicable to employee representatives of companies subject to the law of 26 July 1983 (chapters II and III of section II of the law).
(2) Article 15 of the Order of 20 August 2014.
(3) This remit exercises the French State’s economic and financial supervision of EDF, in accordance with Article 8 of Decree no. 55–733 of 26 May 1955. It may exercise extensive supervisory procedures.
(4) This Diversity Ambition has been updated in 2021, see section 3.3.3.1.1 « Reinforcing the Group commitment »
