To the Company’s knowledge, on the date of filing of this Universal Registration Document, there were no potential conflicts of interest involving EDF between the duties of the members of the Company’s Board of Directors and Executive Management and their private interests or other duties (regarding the rules applicable to the members of the Board of Directors in terms of conflicts of interest, see section 4.2.2.8 “Obligations and duties of Directors”).
Subject to the specific legal and regulatory provisions applicable to the membership of the Company’s Board of Directors (see section 4.2.1 “Members of the Board of Directors”), to the Company’s knowledge, no arrangements or agreements have been entered into with shareholders, clients, suppliers or others under which a member of the Board of Directors or Executive Management has been appointed in this capacity.
To the Company’s knowledge, no member of the Board of Directors has agreed to restrict for a fixed period of time his or her ability to sell his or her holdings in the Company’s capital, except for the restrictions resulting from the EDF Stock Exchange code of ethics (see section 4.5.2 “Trading in Company securities”). In addition, corporate officers holding shares in mutual funds through the EDF group Corporate Savings Plan invested in EDF shares, or who have acquired shares from the French State within the legal framework of the privatisation, can be subject to the lock-in and non-transferability rules resulting from the provisions applicable to these transactions.
To EDF’s knowledge, there are, moreover, no family ties between members of the administrative bodies or Executive Management.
To EDF’s knowledge, no member of the EDF Board of Directors or Executive Management has been subject to a conviction for fraud, or a bankruptcy proceedings, receivership, liquidation or court-ordered administration during the past five years.
Following an investigation initiated by the Autorité des marchés financiers (AMF) (French Financial Markets Authority) in July 2016 into EDF’s financial reporting since 1 July 2013, the AMF Board notified the Chairman and Chief Executive Officer of EDF of grievances on 5 April 2019. Jean-Bernard Lévy was cleared by a decision of the AMF Enforcement Committee on 28 July 2020, with this decision being final in this matter (see section 7.1.5 “Disputes”). Michèle Rousseau was also fined by the Court of Budgetary and Financial Discipline on 4 September 2018 for having, in her capacity as Chief Executive Officer of the Seine-Normandy Water Agency, granted aid, which was deemed to be irregular, to a water treatment plant. To the best of EDF’s knowledge, no other Director has been subject to any official public accusation or sanction issued by statutory or regulatory authorities during the last five years.
Moreover, to EDF’s knowledge, no member of the EDF Board of Directors or Executive Management has been prevented by a court from serving as a member of an administrative, management or supervisory body of an issuer or from participating in the management or direction of an issuer’s affairs during the past five years.
EDF’s corporate officers did not enter into any service contract with the Company or any of its subsidiaries pursuant to which they would be entitled to any kind of benefits.
