In addition, EDF shall promote the participation and visibility of women in public interventions in all areas of the Group’s activities.
The Board thus reviewed, at its meeting on 21 September 2021, the measures put in place by EDF and noted the company’s results in implementing this policy of gender balance in the governing bodies applicable to the Company. The Board has observed in particular that, within the company’s scope, the women proportion in the Management Committees reached 28.8% at 31 December 2020, representing a 2.7 point increase between 2018 et 2020, that considering the 10% functions with the highest responsibility, women accounted for 29.6% of the workforce at 31 December 2020, all statute combined (see below), versus 27.5% in 2018 and that women accounted for 28% of the managers and future managers of the company. The Board has also noted that for each management position, succession plans include male and female candidates and that the EDF group’s talents identification process ease the detection and evaluation of the Group’s talents and contribute to breaking the glass ceiling. Lastly the Board also took note of the new enhanced women's empowerment targets, set out for the Group by the Executive Committee in July 2021, from 36% to 40% for all the Group’s professional categories by 2030, with a milestone of 33% in 2026
With regard to the results in terms of gender diversity in the 10% functions with highest responsibility (Article L. 22-10-10 of the French Commercial Code), women accounted for 29.5% (1) of the Company’s 10% most senior positions at 31 December 2021, compared with 29,6 % at 31 December 2020 (see section 3.3.3.1 “Workplace equality”).
In accordance with the AFEP-MEDEF Code recommendations and Article L. 22-10- 10 of the French Commercial Code, the Board of Directors periodically reviews the desirable balance in its membership and that of the Committees it creates, particularly in terms of the percentage of independent directors and diversity. It defines a diversity policy applied to members of the Board with respect to criteria such as age, gender or professional qualifications and experience.
Based on the opinion of the Committee in charge of governance issues, the Board of Directors’ meeting of 14 February 2019 had defined a diversity policy and objectives that take into account the Group’s strategy, so that the membership of the Board would promote implementation of the policy. In order to achieve a good balance in its membership, in connection with the Group’s strategy and the remits entrusted to it, the Board considered that priority should be given to the search for skills and experience commensurate with the issues facing it and a complementarity of profiles.
This policy was reviewed and updated by the Board of Directors at its meeting held on 17 February 2021, in the context of the expiry of the terms of office of five Directors at the end of the Shareholders’ Meeting of 6 May 2021 and taking into account the expectations expressed by the Directors during the 2020 independent review of the Board of Directors (see section 4.2.2.6 “Evaluation of the functioning of the Board of Directors and its Committees”).
The table below presents the criteria of the diversity policy defined by the Board of Directors:
| Criteria | Company’s position | Objectives |
|---|---|---|
| Age of Directors | Age of Directors Company’s positionThe Directors appointed by the Shareholders’ Meeting are between 56 and 76 years old, with an average age of 62.4 years. The average age is 59.8 years for the Board as a whole. |
Age of Directors ObjectivesThe Board took the view that the age of the candidates is not a determining factor in the choice of candidates for the position of Director and that the Board members’ average age is satisfactory, while remaining mindful of the threshold of one-third of Directors over the age of 70*. |
| Gender parity | Gender parity Company’s positionThe Board comprises 50% women, excluding employee Directors, on the entire Board. |
Gender parity ObjectivesThe Board deemed that the current rate of women on the Board is satisfactory, without excluding the possibility of changing this rate, upwards or downwards, in the event of changes in the composition of the Board, in compliance with the legal thresholds. |
| Professional experience and complementarity of profiles | Professional experience and complementarity of profiles Company’s positionThe Board brings together a variety of profiles and skills (see below the tables presenting the skills of the members of the Board). |
Professional experience and complementarity of profiles ObjectivesThe Board has noted that the Directors have significant experience in areas of expertise related to EDF’s activities and strategy, which is likely to favour their deployment, and that their profiles complement each other satisfactorily. The Board also decided to examine the possibility of further strengthening the Board’s skills in the areas of general management of large companies and the energy sector, as suggested by the Directors during the external review conducted in 2020. This criterion was taken into consideration by the Board when it proposed the appointment of Nathalie Collin to the General Meeting on 22 July 2021. |
| Nationality | Nationality Company’s positionThe Board of Directors does not include any Directors of foreign nationality, but has to date a significant proportion of members with international experience. |
Nationality ObjectivesThe Board reserves the right to further develop the international expertise of the Board in future appointments of Directors, as suggested by the Directors in the external audit in 2020 and the internal audit in 2021. |
| Independence | Independence Company’s positionThe Board has 5 independent directors, i.e.41.7% of the 12 Directors taken into account to establish this calculation (excluding Directors representing employees). |
Independence ObjectivesThe Board considered that the proportion of independent directors on the Board, which is higher than the recommendations of the AFEP- MEDEFCode, is satisfactory. The Board confirmed the objective of maintaining this proportion and at least respecting the objective of one- thirdof independent directors recommended by the AFEP-MEDEF Code for companies with a controlling shareholder. |
* Article L. 225-19 of the French Commercial Code stipulates that in the absence of an express provision in the articles of association concerning an age limit applicable to Directors, the number of Directors over the age of 70 May not exceed one-third.
(1) This percentage is calculated for functions with the highest responsibility from a sample of approximately 6,000 people, representing 10% of the Company’s workforce (statutory employees) at 31 December 2021, which includes executives and senior managers. Within the scope of EDF SA’s senior management, the percentage of women at 31 December 2021 was 23.95% (see section 3.3.3.1.2 “Results in 2021”).
