Universal Registration Document 2022

4 Corporate Governance

4.1 Corporate Governance Code

EDF adheres to the AFEP-MEDEF Code, which is the Corporate Governance Code to which the Company refers, in accordance with Article L. 22-10-10 of the French Commercial Code, subject to the specific laws and regulations applicable to EDF.

These specific laws and regulations, in accordance with EDF’s status as a French State-owned company and in particular the application to the Company of Order no. 2014-948 of 20 August 2014 and its implementing texts, and Decree no. 53–707 of 9 August 1953, are detailed in this Universal Registration Document and relate specifically to:

the composition of the Board of Directors (see section 4.2.1 “Members of the Board of Directors”);
the terms and conditions for the appointment of the Chairman & Chief Executive Officer of EDF and the method of exercising Executive Management (see section 4.2.2.2 “Appointment and powers of the Chairman & Chief Executive Officer” and section 4.2.2.4 “Balance of powers”); and
the terms and conditions for setting the remuneration of the Chairman and Chief Executive Officer (see section 4.6.1.1 “Remuneration policy applicable to the Chairman and Chief Executive Officer”).

In addition to the aforementioned specific laws and regulations, the table below sets out the AFEP-MEDEF Code recommendations that are not applied by the Company and the related explanations:

AFEP-MEDEF Code recommendation	Company’s position	Explanation	Section of the Universal Registration Document
AFEP-MEDEF Code recommendation The Board of Directors and Corporate Social Responsibility Recommendation no. 5.1: “On a proposal from Executive Management, the Board of Directors shall determine multi-year strategic policies with regard to social and environmental responsibility”. Recommendation no. 5.2: “Executive Management shall present to the Board of Directors how this strategy is to be implemented with an action plan and the time horizons within which these actions are to be carried out. Executive Management shall notify the Board each year of the results that have been achieved.”	Company’s position As of the date of filing of this Universal Registration Document, the Board of Directors has not deliberated on the determination of the Company’s multi-year strategic policies with regard to social and environmental responsibility.	Explanation Given the recent inclusion of these recommendations in the French AFEP-MEDEF Code, the Company was not in a position to implement them before filing the Universal Registration Document. These recommendations shall be implemented in the year 2023.	Section of the Universal Registration Document See section 4.2.2.9 (“Activity of the Board of Directors in 2022”).
AFEP-MEDEF Code recommendation Holding of Company shares by Directors Recommendation no. 21: “[…] the Director should personally be a shareholder and, by virtue of the provisions in the by-laws or the internal regulations, hold a minimum number of shares that is significant in relation to the compensation awarded to them. If he or she does not hold these shares when assuming office, he or she should use his or her compensation to acquire them.”	Company’s position The Company’s articles of association and the Board’s internal Rules of Procedure do not require Directors to hold a minimum number of shares significant in relation to the remuneration they receive for their term of office.	Explanation In accordance with the law of 26 July 1983, the Directors representing the employees receive no remuneration for their term of office. Furthermore, the remuneration received for their term of office by Directors appointed on the recommendation of the French State, who are civil servants, is paid to the French State budget. Directors appointed on the recommendation of the French State who are not civil servants may only receive 85% of the remuneration due to them, the remainder being paid to the French State budget. Finally, the Chairman of the Board of Directors does not receive any remuneration for his or her term of office as Director. Given the wide range of situations, the Board has not established a rule on the holding of the Company’ shares. Furthermore, each Director must act in the Company’s corporate purpose, irrespective of the number of Company shares they hold in their personal capacity.	Section of the Universal Registration Document See sections 4.6.3 (“Total remuneration of Directors”) and 4.5 (“Shareholding by corporate officers and trading in EDF securities by corporate officers and executives”).

AFEP-MEDEF Code recommendation

Company’s position

Explanation

Section of the Universal Registration Document

The Board of Directors and Corporate Social Responsibility

Recommendation no. 5.1:

“On a proposal from Executive Management, the Board of Directors shall determine multi-year strategic policies with regard to social and environmental responsibility”.

Recommendation no. 5.2:

“Executive Management shall present to the Board of Directors how this strategy is to be implemented with an action plan and the time horizons within which these actions are to be carried out. Executive Management shall notify the Board each year of the results that have been achieved.”

As of the date of filing of this Universal Registration Document, the Board of Directors has not deliberated on the determination of the Company’s multi-year strategic policies with regard to social and environmental responsibility.

Given the recent inclusion of these recommendations in the French AFEP-MEDEF Code, the Company was not in a position to implement them before filing the Universal Registration Document. These recommendations shall be implemented in the year 2023.

See section 4.2.2.9 (“Activity of the Board of Directors in 2022”).

Holding of Company shares by Directors

Recommendation no. 21:

“[…] the Director should personally be a shareholder and, by virtue of the provisions in the by-laws or the internal regulations, hold a minimum number of shares that is significant in relation to the compensation awarded to them. If he or she does not hold these shares when assuming office, he or she should use his or her compensation to acquire them.”

The Company’s articles of association and the Board’s internal Rules of Procedure do not require Directors to hold a minimum number of shares significant in relation to the remuneration they receive for their term of office.

In accordance with the law of 26 July 1983, the Directors representing the employees receive no remuneration for their term of office. Furthermore, the remuneration received for their term of office by Directors appointed on the recommendation of the French State, who are civil servants, is paid to the French State budget. Directors appointed on the recommendation of the French State who are not civil servants may only receive 85% of the remuneration due to them, the remainder being paid to the French State budget. Finally, the Chairman of the Board of Directors does not receive any remuneration for his or her term of office as Director. Given the wide range of situations, the Board has not established a rule on the holding of the Company’ shares. Furthermore, each Director must act in the Company’s corporate purpose, irrespective of the number of Company shares they hold in their personal capacity.

See sections 4.6.3 (“Total remuneration of Directors”) and 4.5 (“Shareholding by corporate officers and trading in EDF securities by corporate officers and executives”).