The Board of Directors determines the framework for the policy for the constitution, management and risk management of assets for hedging EDF’s nuclear commitments, specifically ruling on asset/liability management and asset allocation strategy. If the Nuclear Commitments Monitoring Committee issues a negative opinion on a plan to invest in unlisted assets for dedicated assets, the Board has sole authority to authorise the aforementioned plan (see section 4.2.3.2 “Nuclear Commitments Monitoring Committee”).
In accordance with Article L. 311-5-7 of the French Energy Code, the Government Commissioner may oppose the investment decisions, the realisation of which would be inconsistent with the objectives of the strategic plan prepared by the Company or with those of the multi-year energy programme (see section 7.1.6.2 “Public service in France”).
EDF’s articles of association state that the Chairman of the Board of Directors is assumes the Executive Management of the Company and holds the title of Chairman and Chief Executive Officer. The “non-separated” Executive Management structure is therefore set out in the Company’s articles of association.
Each year, when evaluating the functioning of the Board of Directors and the Committees, the Board of Directors assesses the organisation and balance of powers as set out in the Board’s Rules of Procedure, and in particular the limitations they place on the powers of the Chairman and Chief Executive Officer (see section 4.2.2.3 “Powers and duties of the Board of Directors” above). The Board has so far considered that the current arrangement ensures a satisfactory balance, in the interest of the Company, between the executive corporate officer and the Board of Directors, while preserving the necessary flexibility, efficiency and responsiveness with regard to the administration and management of the Company (see section 4.2.2.6 “Evaluation of the functioning of the Board of Directors and its Committees”).
The issue of the balance in the distribution of powers between the Chairman and CEO and the Board of Directors is also regularly discussed at the executive sessions (see section 4.2.2.3 “Powers and duties of the Board of Directors”).
Lastly, the Appointments, Remuneration and Governance Committee is responsible for reviewing and giving its opinion on any situations of conflict of interest of which it is aware, or which might be reported to it, and for reporting on such conflicts to the Board of Directors (see section 4.2.3.5 “Appointments, Remuneration & Governance Committee”).
| Total number of Directors | 18 |
|---|---|
| Number of independent directors | 5 |
| Percentage of independent directors* | 41.7% |
*Excluding Directors representing the employees.
The AFEP-MEDEF Corporate Governance Code recommends that, in companies with a controlling shareholder, the proportion of independent directors should be at least one third of the Board of Directors and specifies that Directors representing employees are not taken into account in making this calculation.
The table below reiterates the independence criteria stated by the AFEP-MEDEF Code :
Independence criteria |
Criterion 1 : Employee or corporate officer in the previous five years
Must not be or have been within the previous five years an employee or executive officer of the Company, an employee, executive officer or Director of a company consolidated within the Company, an employee, executive officer or Director of the parent company of the Company or a company consolidated within this parent company. |
Criterion 2 : Cross Directorships
Must not be an executive officer of a company in which the Company, directly or indirectly, holds a Directorship, or in which an employee appointed as such or an executive officer of the Company (currently in office or having held such office within the last five years) holds a Directorship. |
Criterion 3 : Significant business relationshipsMust not be a customer, supplier, commercial banker, investment banker or consultant of significance to the Company or its Group or for which the Company or its Group represents a significant portion of its activity. The evaluation of the significance or otherwise of the relationship with the Company or its Group must be discussed by the Board and the quantitative and qualitative criteria that led to this evaluation must be clarified in the annual report. |
Criterion 4 : Family tiesMust not be related by close family ties to a corporate officer. |
Criterion 5 : AuditorMust not have been an Auditor of the Company within the previous 5 years. |
Criterion 6 : Period of office exceeding 12 yearsMust not have been a Director of the Corporation for more than 12 years. Loss of the status of independent Director occurs on the date of the 12th anniversary. |
Criterion 7 : Variable remuneration or performance-based remunerationMust not receive variable remuneration in cash or securities or any remuneration related to the performance of the Company or the Group. |
Criterion 8 : Major shareholdersA Director representing a major shareholder of the corporation or its parent company may be considered independent, provided this shareholder does not participate in the control of the Company. Nevertheless, beyond a 10% threshold in capital or voting rights, the Board shall systematically question the status of independent by taking into account the structure of the Company’s capital and the existence of a potential conflict of interest. |
