Pursuant to Article L. 22-10-8 of the French Commercial Code, the Board of Directors establishes the remuneration policy for corporate officers.
In accordance with article 22–10-16 and article 22–10-17 of the French Commercial Code, the items comprising the remuneration of the Chairman and Chief Executive Officer are set by the Company’s Board of Directors on the recommendation from the Appointments, Remuneration & Governance Committee and submitted for approval by the French Minister for the Economy after consultation with the relevant Ministers (see section 4.2.3.5 “Appointments, Remuneration & Governance Committee”). The remuneration of the Chairman and Chief Executive Officer must comply with the limits provided for by Decree no. 2012-915 of 26 July 2012 on State control over the remuneration of executives of public companies, which amended the Decree of 9 August 1953 and sets a ceiling on his gross remuneration of €450,000.
The Appointments, Remuneration and Governance Committee also issued its opinion to the Board regarding the rules and procedures for allocating the sum set by the Shareholder’s Meeting pursuant to Article L. 225-45 of the French Commercial Code, to be allocated to Directors as remuneration for their work.
At the Shareholders’ Meeting of 6 May 2021, the five resolutions on the remuneration and the remuneration policy for EDF’s Directors and Officers (from Resolution 7 to 11) were adopted by a very large majority, with more than 99.9% of votes in favour.
After consulting the Appointments, Remuneration and Governance Committee which met on 8 February 2022, the Board of Directors approved at its meeting on 17 February 2022 the remuneration policy described below for the Chairman and Chief Executive Officer:
| Components of the remuneration | Amounts paid during the 2021 fiscal year | Amounts allocated for the 2021 fiscal year | Policy for the fiscal year 2022 |
|
Fixed remuneration |
450,000€ | 450,000€ |
On recommendation of the Appointments, Remuneration and Governance Committee, the Board of Directors which met on 17 February 2022 decided to maintain the annual fixed gross remuneration of the Chairman and Chief Executive Officer at €450,000 for fiscal year 2022. This fixed annual remuneration, which corresponds to the ceiling provided for by the Decree of 9 August 1953, has remained unchanged since Mr. Lévy’s appointment as Chairman and Chief Executive Officer of EDF in 2014 |
|
Variable remuneration |
none | none | none |
| Multi-year variable remuneration | none | none | none |
|
Possibility of deferring or repaying the variable remuneration |
n/a | n/a | n/a |
|
Exceptional remuneration |
none | none | none |
| Stock options, performance shares or other long-term benefits | none | none | none |
| Remuneration for serving as a Director | n/a | n/a |
The Chairman and Chief Executive Officer does not receive any remuneration for his or her term of office as Director. |
| All types of benefits | 3,660 | 3,660 |
Benefit corresponding to the provision of a company car that the Board has decided to maintain for the 2022 fiscal year. |
| Signing allowance | none | none | none |
|
Severance pay or end-of-service allowance |
none | none | none |
| Non-competition clause | none | none | none |
|
Supplementary pension scheme |
none | none | none |
| Remuneration paid or granted by a company included in the scope of consolidation within the meaning of Article L. 233-16 of the French Commercial Code | none | none | none |
n/a: not applicable
As the remuneration of the Chairman and Chief Executive Officer is set at the ceiling set by the decree of 9 August 1953 and does not include a variable portion, its determination is not based on criteria related to the Company’s performance.
