Universal Registration Document 2021

In 2021, the Committee reviewed in particular the 2020 non-financial performance statement included in the 2020 management report, the presentation of the Stakeholder Council (see section 3.4.1.1.1 “EDF, a policy of dialogue and consultation”), the 2020 reports of the Inspector General for Nuclear Safety and Radiation Protection and the Inspector for Hydraulic Safety, the results of the 2020 “My EDF group” survey, the 2020 report of the EDF Mediator, the policy of professional and salary equality between women and men and the assessment of the implementation of Diversity programme (see section 3.3.3.1 “Workplace equality”), the Group’s new health and safety policy and the annual health and safety assessment, EDF’s policy and actions in terms of proximity and solidarity in its relationship with individual customers, the expectations of investors and EDF group’s actions in terms of just transition.

The Committee did not need to seek any external technical advice or order any studies on issues falling within its remit during the 2021 fiscal year.

4.2.3.5 Appointments, Remuneration & Governance Committee

Membership

The table below outlines the membership of the Appointments, Remuneration & Governance Committee on the date of filing of this Universal Registration Document.

*Excluding Directors representing the employees

Duties

In terms of appointments, the Committee submits its recommendations or proposals to the Board of Directors regarding the appointment of Directors by the Shareholders’ Meeting. It oversees the selection process for potential candidates, may conduct its own research into candidates and may engage specialist consultants to assist in identifying potential candidates. It gives its opinion to the Board on proposed appointments to the Board Committees. It proposes to the Board the definition and updating of a diversity policy applied to Directors. It monitors the implementation of the policy and the results achieved. The Committee ensures the existence of succession plans in order to anticipate the succession, whether unforeseen or at the end of their term, of executive corporate officers and members of the Group’s Executive Committee. The Chairman and Chief Executive Officer is involved in the Committee’s work in the performance of this task, except with respect to work regarding his or her own succession.

With regard to remuneration, the Committee examines and gives an opinion on the corporate officer remuneration policy referred to in Article L. 22-10-8 of the French Commercial Code and on the principles and criteria used to determine and distribute all the factors comprising the Chairman and Chief Executive Officer’s remuneration and benefits of all kinds. It submits this opinion to the Board for discussion. The Chairman of the Committee also submits this opinion for approval to the French Minister for the Economy. The Committee prepares its proposals within the limits specified by Decree no. 2012-915 of 26 July 2012, which amended the Decree of 9 August 1953, relating to French State control of the remuneration of the executives of public companies, in accordance with which the Chairman and Chief Executive’s annual remuneration must not exceed the gross ceiling of €450,000. The Committee submits to the Board its opinion on the remuneration policy of the Group’s Executive Committee and the main executives, as well as on the amount and terms and conditions for the distribution of the sum set by the Shareholders’ Meeting to be allocated to the Directors in return for their duties.

In terms of governance, the Committee oversees issues relating to corporate governance and ensures the implementation, within the Company’s corporate bodies, of the principles and rules in the AFEP-MEDEF Code in particular. It may make proposals concerning changes in the operation or powers of the Board or its internal Rules of Procedure. Every year, it conducts a review of the operation of the Board and its Committees and every three years supervises the formal audit conducted by an independent external consultant. Each year, the Committee examines the individual situations of the Directors in accordance with the independence criteria defined by the AFEP-MEDEF Code and reports its findings to the Board. In the event of appointment of new members of the Audit Committee, it examines these members’ expertise in the field of finance, accounting and statutory audit. It examines and gives its opinion on situations of conflicts of interest, of which it has become aware or which are reported to it, and reports such situations to the Board.

Activity in 2021

In 2021, the Committee reviewed the succession plan for all members of the Executive Committee, the remuneration policy for corporate officers (Chairman-CEO and Directors) submitted to the General Meeting of 6 May 2021 pursuant to Article L. 22-10-8 of the French Commercial Code, the governance elements of the 2021 management report, the renewal of the term of office of four Directors in the context of the staggered renewal of the Board in view of the General Meeting of 6 May 2021 and the proposed appointment of a new female Director submitted to the General Meeting of 22 July 2021 (see section 4.2.1 “Composition of the Board of Directors”), the individual situation of Directors with regard to the independence criteria provided for by the AFEP-MEDEF Code, the remuneration policy for EDF group executives (2020 assessment and 2021 developments), the strengthening of CSR criteria in the variable remuneration of executives, the conclusions of the 2021 internal audit of the Board and the Committees, the Gender Balance Ambition applied to EDF group executives (see section 3.3.3.1 “Workplace equality”).

In 2021, the Committee used a specialised external consultant to assist it in the search for female candidates to succeed Ms Laurence Parisot, whose term of office ended on 6 May 2021.