Universal Registration Document 2022

Age of Directors

The Directors appointed by the Shareholders’ Meeting are between 46 and 77 years old, with an average age of 61 years. The average age is 58 years for the Board as a whole.

The Board took the view that the age of the candidates is not a determining factor in the choice of candidates for the position of Director and that the Board members’ average age is satisfactory, while remaining mindful of the threshold of one-third of Directors over the age of 70*.

Gender parity

The Board comprises 58.33% of women, excluding employee Directors, and 50% of women on the entire Board.

The Board deemed that the current rate of women on the Board is satisfactory, without excluding the possibility of changing this rate, upwards or downwards, in the event of changes in the composition of the Board, in compliance with the legal thresholds.

Professional experience and complementarity of profiles

The Board brings together a variety of profiles and skills (see below the tables presenting the skills of the members of the Board).

The Board has noted that the Directors have significant experience in areas of expertise related to EDF’s activities and strategy, which is likely to favour their deployment, and that their profiles complement each other satisfactorily.

The Board decided to examine the possibility of strengthening the Board’s skills in the areas of General Management of large companies and the energy sector. The Board took this criterion into account when preparing its proposals for appointments to the General Meeting in July 2021 and May 2022.

Nationality

The Board of Directors does not include any Directors of foreign nationality, but has to date a significant proportion of members with international experience.

The Board reserves the right to further develop the Board’s international expertise when appointing future directors.

Independence

The Board has 5 independent directors, i.e. 41,7% of the 12 Directors taken into account to establish this calculation (excluding Directors representing employees).

The Board considers that the proportion of independent directors on the Board, which is currently higher than the recommendations of the French AFEP-MEDEF Code, is satisfactory and aims to maintain this proportion, and at least meet the objective of having one third of its directors be independent, as recommended by the French AFEP-MEDEF Code for companies with a controlling shareholder.