Universal Registration Document 2022

Diversity policy

Feminisation of the Board of Directors and governing bodies

In accordance with Articles L. 225-18-1 and L. 22-10-3 of the French Commercial Code and the Order of 20 August 2014, EDF is subject to the regulations relating to the balanced representation of women and men on Boards of Directors and Supervisory Boards and the Company must comply with a proportion of no less than 40% of Directors of each gender on the Board, excluding Directors representing employees. On the date of filing of this Universal Registration Document, EDF’s Board of Directors includes nine women, including two of the Directors elected by employees. Women thus make up 58.33% of the Board members taken into consideration to calculate this percentage (i.e. excluding Directors representing employees), and half of the Board members as a whole.

Moreover, in accordance with the recommendations of the AFEP-MEDEF Code, during its meeting held on 16 December 2020, the Board of Directors defined a policy of gender balance for the management bodies applicable to the Company, hence enabling the goals of the Group’s Diversity plan (Plan Ambition Mixité) adopted by the Executive Committee on 18 November 2019 and reinforced in 2021⁽¹⁾, and to be implemented within EDF and providing for several commitments aimed at removing the “glass ceiling” for women executives in terms of membership of Executive Committees and senior management positions. Within the Company, the objectives set by the Board are as follows:

• 30% of women on the Management Committees by 2023;
• 30% of women executives and future executives by 2025.

To meet these objectives, EDF’s Executive Management shall adapt the objectives to the proportion of women executives in each of the Company’s Department and Divisions and will pursue the action plans undertaken to:

• hire women executives at a higher rate than their proportion recorded in engineering schools;
• offer succession plans for each management position to include male and female candidates;
• carry out an annual “women’s people review” for executives and future executives.

In addition, EDF shall promote the participation and visibility of women in public interventions in all areas of the Group’s activities.

The Corporate Responsibility Committee and the Board of Directors review every year the performance of the Company’s policy on gender diversity in the management bodies, in connection with the presentation of the report on the gender equality policy (see section 4.2.3.4 “Corporate Responsibility Committee”). Accordingly, the Corporate Responsibility Committee and the Board of Directors reviewed, at their meetings of 20 September 2022 and 5 October 2022 respectively, the measures put in place by EDF and took note of the results obtained by the Company in implementing this gender diversity policy.

As at 31 December 2022, the proportion of women in the Company’s Management Committees was 31.1%, i.e. +0.8 percentage points compared to 31 December 2021. The proportion of women among the Company’s executives and future executives was 30.1%, compared to 29.3% on 31 December 2021.

Act No.  2021-1774 of 24 December 2021 (known as the “Rixain” Act), supplemented by Decree No. 2022-680 of 26 April 2022, requires all companies with more than 1,000 employees to achieve a 30% quota for women among executive managers and members of management bodies starting 1 March 2026, with this figure being raised to 40% as of 1 March 2029.

With regard to the results in terms of gender diversity in the 10% functions with highest responsibility (Article L. 22-10-10 of the French Commercial Code), women accounted for 30% ⁽²⁾ of the Company’s 10% most senior positions at 31 December 2021, compared with 29.5% at 31 December 2022 (see section 3.3.3.1 “Workplace equality”).

Other diversity criteria

In accordance with the AFEP-MEDEF Code recommendations and Article L. 22-10-10 of the French Commercial Code, the Board of Directors periodically reviews the desirable balance in its membership and that of the Committees it creates, particularly in terms of the percentage of independent directors and diversity. It defines a diversity policy applied to members of the Board with respect to criteria such as age, gender or professional qualifications and experience.

Based on the opinion of the Committee in charge of governance issues, the Board of Directors meeting of 14 February 2019 defined a diversity policy and objectives that take into account the Group’s strategy, so that the membership of the Board would promote implementation of the policy. In order to achieve a good balance in its membership, in connection with the Group’s strategy and the remits entrusted to it, the Board considered that priority should be given to the search for skills and experience commensurate with the issues facing it and a complementarity of profiles.

This policy was reviewed and updated by the Board of Directors at its meeting held on 17 February 2021, in the context of the expiry of the terms of office of five Directors at the end of the Shareholders’ Meeting of 6 May 2021 and taking into account the expectations expressed by the Directors during the 2020 independent review of the Board of Directors (see section 4.2.2.6 “Evaluation of the functioning of the Board of Directors and its Committees”).