Evaluation of Director independence
The Board of Directors annually reviews the individual situation of the Directors with regard to the independence criteria provided in the AFEP-MEDEF Code. It may also be called upon to make a decision during the year in the event of a change in the membership of the Board or the status of a Director justifying a review of his or her independence.
At the meeting on 9 February 2021, the Appointments, Remuneration & Governance Committee (see section 4.2.3 “Board of Directors’ Committees”) examined the individual situations of Directors, taking into account the independence criteria provided for by the AFEP-MEDEF Code. At its meeting of 17 February 2021, the Board of Directors carried out the annual assessment of Director independence and confirmed the classification as independent directors of Ms Lewiner, Ms Pedini, Mr Crémel, Mr Petitcolin, and Ms Parisot, whose term of office expired on 6 May 2021.
The Board of Directors, meeting on 15 June 2021, reviewed the specific situation of Nathalie Collin, whose appointment as Director was submitted to the General Meeting convened on 22 July 2021, with regard to the independence criteria provided for by the AFEP-MEDEF Corporate Governance Code and noted that she could be classified as an independent Director.
At its meeting on 8 February 2022, the Appointments, Remuneration & Governance Committee examined the situation of Directors, taking into account the independence criteria provided for by the AFEP-MEDEF Code.
The Committee noted that Jean-Bernard Lévy, due to his capacity as Chairman and Chief Executive Officer, and therefore Executive Officer cannot be considered as an independent Director (criterion no. 1).
The Directors appointed on the recommendation of the French State in accordance with Article 6 of order no. 2014-948 of 20 August 2014 on the governance and equity transactions of companies with a public shareholding “represent”, by virtue of this text, “the interests of the French State as shareholder”. In view of the criteria 20 August 2014, in his capacity as representative of EDF’s majority shareholder (criterion no. 8).
Finally, Directors representing employees are not subject to an assessment, in accordance with the recommendations of the AFEP-MEDEF Code.
With respect to business relationships, the Appointments, Remuneration & Governance Committee examined the situation of Ms. Collin, Lewiner and Pedini and Mrs. Crémel and Petitcolin with regard to criterion no. 3 provided for by the AFEP-MEDEF Code. In particular, the Committee examined any business ties that might exist between the Company and companies in which these Directors hold offices or senior management positions, as well as groups to which they belong, on a quantitative level, via the importance of any business relations existing between the Company and these companies, their groups, and sales between them recorded in the course of the 2021 fiscal year, and on a qualitative level (Director’s position in the companies in question, nature of business relations, any economic dependence, exclusivity, etc.). Based on their findings, none of the companies, in which Ms. Collin, Lewiner and Pedini and Mrs. Crémel and Petitcolin hold offices or management posts, nor any of the groups to which these companies belong, could be classified as a significant client, supplier, business banker, financing banker or consultant of the EDF group, nor could EDF be considered a significant client or supplier of these companies or their groups. Following these analyses, the Committee therefore concluded that there were no significant business ties involving these Directors.
After consulting the Committee, the Board of Directors assessed the individual situation of Ms. Collin, Lewiner and Pedini and Mrs. Cremel and Petitcolin at its meeting on 17 February 2022 and confirmed their independence in accordance with the independence criteria set out in the AFEP-MEDEF Code. The Board deemed that none of these Directors had any relations with the Company, its Group or its management that might compromise the exercise of their freedom of judgement.
On the date of filing this Universal Registration Document, the Company’s Board of Directors therefore features five independent directors out of the twelve taken into account to make the calculation in accordance with the AFEP-MEDEF Code, i.e. a proportion of 41.7%, higher than one third of the Directors as recommended by the AFEP-MEDEF Code.
The table below presents the situation of the Directors classified as independent taking into account the criteria provided for by the AFEP-MEDEF Code:
|
Criterion no. 1 |
Criterion no. 2 | Criterion no. 3 | Criterion no. 4 | Criterion no. 5 | Criterion no. 6 | Criterion no. 7 | Criterion no. 8 |
Final classification |
|
|---|---|---|---|---|---|---|---|---|---|
| Nathalie Collin | Nathalie Collin Criterion no. 1✔ |
Nathalie Collin Criterion no. 2✔ |
Nathalie Collin Criterion no. 3✔ |
Nathalie Collin Criterion no. 4✔ |
Nathalie Collin Criterion no. 5✔ |
Nathalie Collin Criterion no. 6✔ |
Nathalie Collin Criterion no. 7✔ |
Nathalie Collin Criterion no. 8✔ |
Nathalie Collin Final classification Independent |
| Bruno Crémel | Bruno Crémel Criterion no. 1✔ |
Bruno Crémel Criterion no. 2✔ |
Bruno Crémel Criterion no. 3✔ |
Bruno Crémel Criterion no. 4✔ |
Bruno Crémel Criterion no. 5✔ |
Bruno Crémel Criterion no. 6✔ |
Bruno Crémel Criterion no. 7✔ |
Bruno Crémel Criterion no. 8✔ |
Bruno Crémel Final classification Independent |
| Colette Lewiner | Colette Lewiner Criterion no. 1✔ |
Colette Lewiner Criterion no. 2✔ |
Colette Lewiner Criterion no. 3✔ |
Colette Lewiner Criterion no. 4✔ |
Colette Lewiner Criterion no. 5✔ |
Colette Lewiner Criterion no. 6✔ |
Colette Lewiner Criterion no. 7✔ |
Colette Lewiner Criterion no. 8✔ |
Colette Lewiner Final classification Independent |
| Claire Pedini | Claire Pedini Criterion no. 1✔ |
Claire Pedini Criterion no. 2✔ |
Claire Pedini Criterion no. 3✔ |
Claire Pedini Criterion no. 4✔ |
Claire Pedini Criterion no. 5✔ |
Claire Pedini Criterion no. 6✔ |
Claire Pedini Criterion no. 7✔ |
Claire Pedini Criterion no. 8✔ |
Claire Pedini Final classification Independent |
| Philippe Petitcolin | Philippe Petitcolin Criterion no. 1✔ |
Philippe Petitcolin Criterion no. 2✔ |
Philippe Petitcolin Criterion no. 3✔ |
Philippe Petitcolin Criterion no. 4✔ |
Philippe Petitcolin Criterion no. 5✔ |
Philippe Petitcolin Criterion no. 6✔ |
Philippe Petitcolin Criterion no. 7✔ |
Philippe Petitcolin Criterion no. 8✔ |
Philippe Petitcolin Final classification Independent |
✔ : Means that the criterion is
In accordance with the provisions of the AFEP-MEDEF Code, the Board’s internal Rules of Procedure provide that the Appointments, Remuneration & Governance Committee shall supervise annually an evaluation of the functioning of the Board of Directors and propose areas for improvement. Once a year, therefore, the Board shall dedicate one item on its agenda to this evaluation and shall hold a discussion on its functioning and that of its Committees in order to improve its efficiency and ensure in particular that important issues are appropriately prepared and discussed.
Every three years, this evaluation is conducted by an independent external consultant under the supervision of the Appointments, Remuneration & Governance Committee.
The last external evaluation was carried out in 2020 by an independent board under the guidance of the Appointments, Remuneration and Governance Committee, through in-depth interviews with each of the Directors, based on a questionnaire and interview guide developed by the independent consultant in conjunction with the Chair of the Committee. The individual contribution of each Director to the work of the Committee was evaluated, which resulted in individual and confidential feedback being issued by the consultant to each Director.
The conclusions of this evaluation were examined at a meeting of the Appointments, Remuneration and Governance Committee, and then submitted to the Board in December 2020.
