Universal Registration Document 2021

Furthermore, the Directors meet once a year to discuss the strategy of the Company and of the Group as part of a strategic seminar. During the strategic seminar held in 2021, the Board discussed energy and climate policies in Europe, the strategy the acceleration in offshore wind power, the growth drivers of the Customers, Services and Territories Division and the Group’s digital strategy.

The Board of Directors also held a workshop in May 2021 dedicated to the issues and prospects of the capacity obligation mechanism.

In November 2021, a dedicated climate workshop was held, during which the Directors carried out the Climate Collage (see section 3.1.3.5.2 “Innovation and collective intelligence focused on climate action”), making the EDF Board the first Board of a French company to have undergone the exercise. Directors also discussed with two climate negotiation experts the outcome of COP 26 in Glasgow and the progress that could be made in focusing the multilateral process and the commitments of the countries towards a limiting global warming to 1.5°C by mid-century. This workshop was organised at the initiative of the Chair of the Corporate Responsibility Committee and the Board of Directors’ Climate Officer as part of the Board’s annual work programme on climate issues, defined before the start of each financial year. This approach is part of EDF’s governance of climate-related issues, which aims to raise climate issues to the highest level of the Company and to strengthen the Board’s involvement in and commitment to all climate-related issues, in line with EDF’s raison d’être. In this context, the Board takes climate change issues into account in all its work and in defining EDF strategy, and reviews the risks and opportunities related to climate change, as well as the impacts of climate change on the Group and its activities.

Finally, under the internal Rules of Procedure of the Board of Directors, a meeting is to be held each year with all the Directors except the Chairman and Chief Executive Officer (executive session), which is chaired by the Chair of the Appointments, Remuneration & Governance Committee (see section 4.2.2.3 “Powers and duties of the Board of Directors”). An executive session was held during the 2021 fiscal year. On this occasion, the Directors discussed, in particular, their assessment of the Chairmanship and leadership of the Board by the Chairman and CEO, areas where the Board’s operation is satisfactory and possible areas for improvement, and finally the role and contribution of the Directors.

4.2.3 Board of Directors’ Committees

Presentation of the Committees ⁽¹⁾

To perform its duties, the Board of Directors has created five Committees to examine and prepare certain projects before they are presented to the Board. These specialised Committees are: the Audit Committee, the Nuclear Commitments Monitoring Committee, the Strategy Committee, the Corporate Responsibility Committee, and the Appointments, Remuneration & Governance Committee.

The membership, operation and duties of the Committees are governed by the internal Rules of Procedure of the Board of Directors.

The Committees comprise at least three Directors chosen by the Board, which appoints the Chair of each Committee. The Company’s articles of association provide that each Committee should include at least one Director representing the employees.

As at the date of this document, the Chairs of the Board Committees were as follows:

• Jean-Bernard Lévy for the Strategy Committee;
• Marie-Christine Lepetit for the Audit Committee;
• Gilles Denoyel for the Nuclear Commitments Monitoring Committee;
• Claire Pedini for the Corporate Responsibility Committee;
• Colette Lewiner for the Appointments, Remuneration & Governance Committee.

(1) Data relating to the 2021 fiscal year, except for data relating to the membership of the Committees, which are data as at the date of filing of this Universal Registration Document