Universal Registration Document 2021

The results of this 2020 external evaluation showed that the Directors believe that:

• the quality of the work of the Board and its Committees has continued to improve in recent years;
• the Board was working in a professional and committed manner;
• the quality of all Directors and the diversity of opinions represented were appreciated;
• the dynamics of the discussions, based in particular on the commitment of the members, were constructive; and finally;
• the functioning and organisation of the work of the Board and its Committees are rigorous and adapted to the complexity of the Company.

Among the areas for improvement identified by the Directors are:

• actions aimed at prioritising the work of the Board, by continuing to discuss on a selection of the subjects addressed;
• a better contribution to the monitoring of the Group’s major operating risks; and
• further strengthening the contribution of the Board and the Committees on structural subjects, notably by strengthening the Board’s skills in the areas of senior management of large companies, in the energy sector and possibly internationally.

Annual evaluation 2021

The 2021 annual evaluation was conducted internally using an anonymous questionnaire completed by the Directors, including both closed questions, enabling statistical monitoring of the answers, and open questions, enabling Directors to give detailed answers, provide qualitative observations, propose changes, and share their expectations for the 2022 fiscal year. The conclusions of this evaluation were examined at a meeting of the Appointments, Remuneration and Governance Committee on 25 November 2021, and then submitted to the Board on 15 December 2021.

In particular, the following emerged from the results of the 2021 evaluation:

• the general operation of the Board (number of meetings, availability and quality of issues treated, work programme, general level of information) was deemed to be satisfactory, as was the quality of the discussions and the dynamics of the exchanges within the Board, which some felt were improving;
• the Directors felt that the quality of the work carried out by the Board Committees and the reports made on it contribute effectively to the Board’s decision-making;
• the 2021 strategy seminar and the associated programme were unanimously welcomed;
• the Directors consider the balance of powers between the Chairman and CEO and the Board, as set out in the rules of procedure, to be balanced and appropriate;
• the increased expertise of the Board in 2021, particularly in the areas of general management of large companies in 2021, was welcomed; and the Directors considered that the appointments made in recent years had enriched the exchanges and increased the dynamics of the Board.

The areas for improvement identified include strengthening the monitoring of decisions taken by the Board and of major operational risks. In addition to these two issues, the Directors placed strategy, monitoring of performance and value creation, and monitoring of the financial situation and trajectory among the top priorities for 2022. Finally, some Directors reiterated their wish to see foreign Directors appointed to the Board.

4.2.2.7 Information and training of Directors – Digitalisation

The Chairman and Chief Executive Officer ensures that the Directors have the necessary information for them to carry out their remit. This information is provided to them as soon as possible to enable them to carry out their remit in the best conditions.

Under the Board’s internal Rules of Procedure, it periodically receives information on the financial, cash management and off-balance sheet commitments position of the Company and the Group, and on the performance of the Company’s principal subsidiaries at the time of presentation of the annual and half yearly financial statements, in addition to the purchasing and human resources policy. The Board of Directors is also regularly informed of changes to the Company’s markets, competitive environment and the main challenges facing the Company, including in the field of corporate social, societal and environmental responsibility.

A document reviewing the Group’s current major business sectors, market trends and the economic, financial and institutional context is regularly submitted to the Board of Directors. The Company also provides them with quarterly monitoring of key indicators concerning EDF and the Group, and more generally with any useful information between Board meetings, if the importance or the urgency of the matter so requires.

The Directors may supplement this information by means of meetings with the principal executives of the Company or Group, including without the Chairman being present, to discuss issues on the Board’s agenda.

Finally, each Director may receive additional training in the specific characteristics of the Company and the Group, their business activities and their field of activity, as well as in specific themes falling within the remit of the Committees of which they are members. Information meetings may also be organised on complex matters or issues of major strategic importance, together with any training requested by the Directors.

Since 2016, the Board of Directors has been using a digital platform, which allows for the smooth, swift and secure availability of Board and Committee files. The Board also uses a secure videoconferencing tool for its meetings when they are held remotely.

4.2.2.8 Obligations and duties of Directors

The internal Rules of Procedure of the Board of Directors state that its members are subject to obligations such as: acting in all circumstances in the corporate interest of the Company, informing the Board of situations of conflict of interest (see also section 4.4.1 “Conflicts of interest”), and refraining from contributing to the discussions and voting on any decision in which there might be a conflict of interest, fulfilling the obligation of confidentiality, carrying out their term of office with diligence and commitment, and complying with the EDF Stock Exchange code of ethics.

The Directors and the Chairman and Chief Executive Officer are required to inform the Board immediately of any agreement entered into by the Company, in which they hold a direct or indirect interest, or which might be entered into through an intermediary.

In addition to the right to obtain disclosure of the documents and information necessary to perform their work, the Directors also have a duty to request the information they deem essential to the proper exercise of their duties.

Under the internal Rules of Procedure, each Director undertakes to ensure that his or her status complies with the French Commercial Code and the AFEP-MEDEF Code recommendations on plurality of offices and to keep the Board informed of offices they hold in other companies. The Chairman and Chief Executive Officer is also required to inform the Board of Directors before accepting an appointment in a listed company.