In accordance with Order no. 2014-948 of 20 August 2014 regarding governance and trading in French State-owned companies, EDF is administered by a Board of Directors consisting of three to eighteen members, including members appointed by the Shareholders’ Meeting, others appointed upon recommendation of the French State in accordance with Article 6 of the Order, a French State Representative chosen by the Minister for the Economy from the Civil Service in accordance with Article 4 of the Order, and one third employee representatives elected in accordance with the provisions of the law of 26 July 1983 on the democratisation of the public sector (1).
On the date of filing of this Universal Registration Document, the Board of Directors comprises eighteen members:
The Government Commissioner (2) and Head of the French State General Economic & Financial Supervisory Mission to the Company(3) and the Secretary of EDF Central Social & Economic Committee attend the meetings of the Board of Directors, in an advisory capacity only.
Between 1 January 2022 and the date of filing of this Universal Registration Document, the following amendments have intervened in the membership of the Board of Directors (see the table below disclosing personal information concerning the Directors):
| First name, surname | Director/Category | Event | Date of Event |
|---|---|---|---|
| First name, surnameVéronique Bédague- Hamilius |
Director/Category Director appointed by the Shareholders’ Meeting on recommendation of the French State |
Event Resignation |
Date of EventEffective following the General Meeting of 12/05/2022 |
| First name, surnameDelphine Gény- Stephann |
Director/Category Director appointed by the Shareholders’ Meeting on recommendation of the French State |
Event Appointment to replace Véronique Bédague-Hamilius |
Date of EventShareholders’ Meeting of 12/05/2022 |
| First name, surname Martin Vial |
Director/Category Director – Representative of the French State |
Event Termination of his duties as Commissioner of the French State Shareholdings Agency |
Date of Event 31/05/2022 |
| First name, surname Céline Fornaro |
Director/Category Director – Representative of the French State |
Event Appointment by Order of the French Minister for the Economy, Finance and Industrial and Digital Sovereignty to replace Martin Vial |
Date of Event 28/06/2022 |
| First name, surname François Delattre |
Director/Category Director appointed by the Shareholders’ Meeting on recommendation of the French State |
Event Resignation |
Date of Event 30/08/2022 |
| First name, surname Céline Fornaro |
Director/Category Director – Representative of the French State |
Event Replaced by Alexis Zajdenweber pursuant to an Order of the French Minister for the Economy, Finance and Industrial Sovereignty |
Date of Event 22/09/2022 |
| First name, surname Alexis Zajdenweber |
Director/Category Director – Representative of the French State |
Event Appointment by Order of the French Minister for the Economy, Finance and Industrial and Digital Sovereignty to replace Martin Vial |
Date of Event 23/09/2022 |
| First name, surname Luc Rémont |
Director/Category Director |
Event Co-opted to replace François Delattre |
Date of Event 18/11/2022 |
| First name, surname Alexis Zajdenweber |
Director/Category Director – Representative of the French State |
EventRenewal of the term of office (1) | Date of Event 21/11/2022 |
| First name, surname Jean-Bernard Lévy |
Director/Category Director appointed by the Shareholders’ Meeting and Chief Executive Officer |
Event Resignation of his mandates as Director and Chairman and CEO |
Date of Event 23/11/2022 |
| First name, surname Luc Rémont |
Director/Category Chairman and Chief Executive Officer |
Event Appointment as Chairman and CEO by Decree of the President of the French Republic |
Date of Event 23/11/2022 |
| First name, surname Anne-Marie Descôtes |
Director/Category Director appointed by the Shareholders’ Meeting on recommendation of the French State |
Event Co-opted to replace Jean-Bernard Lévy |
Date of Event 28/11/2022 |
| First name, surname Claire Bordenave |
Director/Category Director elected by the employees (sponsored by the CGT trade union) |
Event Resignation |
Date of Event 16/02/2023 |
| First name, surname Fabrice Guyon |
Director/Category Director elected by the employees (sponsored by the CGT trade union) |
Event Succeeding Claire Bordenave (2) |
Date of Event 16/02/2023 |
(1) In accordance with the provisions of Article 2 of Decree no. 2014-949 of 20 August 2014 implementing the Order of 20 August 2014, the Representative of the French State is appointed for a term equal to the term of office of the members of the Board of Directors, i.e. for a four-year term.
(2) Article 16 of Act no. 83–675 of 26 July 1983 on the democratisation of the public sector provides that the candidates coming on a list immediately after the last elected candidate are called upon to replace the representatives elected on this list whose seat would become vacant for any reason whatsoever.
In accordance with the rules in force concerning the staggering of directors’ terms of office, the terms of office of five directors shall expire at the Annual General Meeting called to approve the financial statements for the fiscal year ending 31 December 2022:
Concerning the resignation of Jean-Bernard Lévy from his terms of office as Director and Chairman and CEO of EDF and the appointment of Luc Rémont, see section 4.2.2.2 “Appointment and powers of the Chairman and Chief Executive Officer”.
(1) The employee representatives mentioned in Paragraph I of Article 7 of the Order of 20 August 2014 are subject, for their election and their status, to the same provisions as those applicable to employee representatives of companies subject to the law of 26 July 1983 (chapters II and III of section II of the law).
(2) Article 15 of the Order of 20 August 2014.
(3) This remit exercises the French State’s economic and financial supervision of EDF, in accordance with Article 8 of Decree no. 55–733 of 26 May 1955. It can exercise extensive supervisory procedures.
