Universal Registration Document 2021

4. Corporate governance

4.2.3.4 Corporate Responsibility Committee
Membership

The table below outlines the membership of the Corporate Responsibility Committee on the date of filing of this Universal Registration Document:

Members of the Corporate Responsibility Committee
Claire Pedini Chair

Independent Director appointed by the Shareholders’ Meeting

Véronique Bédague-Hamilius Member Director appointed by the Shareholders’ Meeting on recommendation of the French State
Claire Bordenave Member Director elected by the employees
Sandrine Lhenry (1) Member Director elected by the employees 
Vincent Rodet Member Director elected by the employees
Michèle Rousseau (2) Member Director appointed by the Shareholders’ Meeting on recommendation of the French State

(1) Ms. Lhenry has been a Member of the Corporate Responsibility Committee since 28 July 2021.

(2) Rousseau has been a Member of the Corporate Responsibility Committee since 4 November 2021.

Number of members 6
Number of independent directors 1
Percentage of independent directors* 33.33%

* Excluding Directors representing the

Duties

In connection with the Group’s strategy the Corporate Responsibility Committee examines the Group’s commitments and policies, as well as their implementation, in terms of ethics, compliance, and corporate responsibility. It examines the way in which the Company takes account of issues relating to climate change. In conjunction with the Audit Committee, it ensures the existence of programmes to identify and manage the main risks in these fields and to comply with legal and regulatory provisions.

As part of its duties, it examines particularly the factors constituting the declaration of extra-financial performance included in the management report in accordance with the French Commercial Code, in conjunction with the Audit Committee, the annual ethics and compliance report, the EDF mediator’s annual report, as well as the annual reports from the French Inspector General for Nuclear Safety and Radiation Protection and the Inspector for Hydropower Safety.

The Committee submits an opinion to the Board on EDF’s policy on gender, professional and salary equality between women and men and on the way in which the Company implements a non-discrimination and diversity policy, particularly in terms of balanced representation of women and men in governing bodies.

In accordance with best market practice and stakeholder expectations with regard to the governance of climate issues, the Company has further strengthened its climate governance in 2020 by appointing a Climate point person to the Board of Directors. In addition to the missions already entrusted to the Board, the Corporate Responsibility Committee and the Audit Committee in terms of monitoring the risks and opportunities related to climate change, the Chair of the Corporate Responsibility Committee has been designated as Climate point person to the EDF’s Board of Directors. As Climate point person, in line with EDF’s raison d’être, the Chair of the Committee is responsible for:

  • ensuring, in conjunction with the Chairman of the Board of Directors and the Executive Committee’s Climate point person (see section 3.1.3 “EDF Climate governance”), that the Board of Directors identifies all the impacts of climate change for the Group and that the Board’s work and the strategy it defines incorporate such climate change issues;
  • regularly informing the Board of the Company’s climate strategy, after presentation to the Corporate Responsibility Committee by the Climate point person of the Executive Committee;
  • ensuring, in conjunction with the Chairman of the Board, that the Corporate Responsibility Committee and the Board regularly review the implementation of the Group’s carbon neutrality trajectory adopted by the Executive Committee;
  • understanding, in the context of the Corporate Responsibility Committee’s duties, how the Group applies the recommendations of the Taskforce on Climate related Financial Disclosures (TCFD) (see sections 1.3.2 “Implementation of Task Force on Climate-related Financial Disclosures (TCFD) recommendations” and 3.1.3 “EDF’s Climate Governance”) and reports on climate-related risks

In November 2021, a dedicated climate workshop was held for the Board of Directors at the initiative of the Climate point person, as part of the Board’s annual work programme on climate issues, as defined with the Chairman and CEO before the start of each fiscal year (see section 4.2.2.9 “Activity of the Board of Directors in 2021”). 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.

The Committee may submit any opinions, proposals and recommendations to the Board of Directors in fields falling within its remit.

Activity in 2021
  2021 2020
Number of meetings

Number of meetings

2021

4

Number of meetings

2020

4

Average attendance rate

Average attendance rate

2021

77.5 %

Average attendance rate

2020

95.8 %

Average duration of the meetings

Average duration of the meetings

2021

1 hour and 40 minutes

Average duration of the meetings

2020

2 hours and 23 minutes