The internal rules of procedure (1) of the Board of Directors determine the principles for its operation and the terms and conditions according to which the Board and its Committees fulfil their duties. It defines the role and powers of the Chairman and Chief Executive Officer. These internal Rules of Procedure are regularly updated, particularly to take into account the changes in legislation and regulations and changes to the AFEP-MEDEF Code (see section 4.1 “Corporate Governance Code”).
EDF’s articles of association set the term of office of Directors to four years (see section 4.2.1 “Members of the Board of Directors”).
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.
Pursuant to Article 13 of EDF’s articles of association, the Board of Directors, excluding Directors elected by the employees and the Representative of the French State appointed by decree, shall be renewed by rotation periodically in such a way that half (rounded to the nearest whole number) of the Directors elected by the Shareholders’ Meeting be renewed every two years and that the Board be completely renewed, with respect to the members concerned, at the end of each four-year period (see section 4.2.1 “Members of the Board of Directors”).
The Directors are appointed and can be dismissed at any time by an Ordinary Shareholders’ Meeting. In accordance with Articles 12 and 25 of the Law on the Democratisation of the Public Sector, the Directors elected by the employees can be individually dismissed for gross negligence in the exercise of their office by order of the President of the Tribunal de Grande Instance (High Court) delivered at summary proceedings upon application from the majority of the members of the Board. However, in the event that serious dissent disrupts the management of the Company, dismissal pronounced by the Shareholders’ Meeting can be extended to the employee representatives. The Representative of the French State ceases his duties by resigning or if he loses the capacity by virtue of which he was appointed; he can be replaced at any time for the remainder of the term of office.
In accordance with the option provided for in Article 18 of the Order of 20 August 2014, EDF’s articles of association state that the Chairman of the Board of Directors undertakes the Executive Management of the Company and holds the title of Chairman and Chief Executive Officer.
The Chairman and Chief Executive Officer of EDF is appointed by decree of the President of the French Republic, on the recommendation of the Board of Directors. He may be dismissed by decree in accordance with Article 20 of the Order of 20 August 2014. In accordance with the provisions of Article 13 of the French Constitution, the Chairman is appointed after opinion of the competent Committees of the French National Assembly and Senate.
As Jean-Bernard Lévy notified the Board of Directors of his intention to resign from his terms of office as Director and Chairman and Chief Executive Officer before their expiry in March 2023, the Board of Directors meeting of 18 November 2022 decided to co-opt Luc Rémont as a Director and, pursuant to Article 19 of Order No. 2014-948 of 20 August 2014 and Article 13 of the French Constitution, after duly noting the favourable opinion issued by the competent committees of the French National Assembly and Senate on 26 October 2022 with regard to this appointment, the Board decided to propose to the President of the French Republic that Luc Rémont be appointed as Chairman and CEO of EDF. Luc Rémont was appointed as the Company’s Chairman and Chief Executive Officer by decree of the President of the French Republic of 23 November 2022.
In case of vacation of the office of Chairman and Chief Executive Officer, Article 21 of the Order of 20 August 2014 provides that the French State may appoint someone to the role temporarily until the appointment of the new Chairman and CEO.
Subject to the specific legal provisions governing public sector companies and the powers specifically reserved by law or by the articles of association to the Board of Directors or to Shareholders’ Meetings, and the limits on the powers of the Chairman and Chief Executive Officer provided for by the internal Rules of Procedure of the Board of Directors as internal rules (see section 4.2.2.3 “Powers and duties of the Board of Directors” below), the Chairman and Chief Executive Officer is vested with the most extensive powers to act on behalf of the Company under all circumstances, within the limits of the corporate purpose. The Chairman and Chief Executive Officer organises and supervises the work of the Board of Directors and reports to the Shareholders’ Meeting. They oversee the proper running of the Company’s bodies and, in particular, ensure that the Directors are capable of fulfilling their duties.
The Board of Directors meets as often as required by the interest of the Company, in accordance with applicable statutory and regulatory provisions. Furthermore, in accordance with the Board’s internal Rules of Procedure, the Directors meet once a year to discuss the strategy of the Company and of the Group as part of a strategic seminar held in the presence of EDF’s Executive Committee. Moreover, the internal rules for the Board of Directors provide that a meeting is to be held each year without the attendance of the Chairman and Chief Executive Officer (executive session), and this meeting shall be chaired by the Chair of the Appointments, Remuneration & Governance Committee.
The Board of Directors determines the Company’s business policies and ensures their implementation, in accordance with its corporate interest, also taking into consideration the corporate and environmental issues for its business and the Company’s raison d’être, adopted in 2020 (see section 1.3 “Group strategy and objectives” and section 1.3.2 “Priorities of the CAP 2030 strategy”), whose roll-out throughout the Group will be closely monitored. It defines the major strategic, economic, financial and technological policies for the Company and the Group. Subject to powers expressly attributed to the Shareholders’ Meetings and within the limit of the Company’s corporate purpose, the Board may consider any question relating to the proper running of the Company and regulates, through its deliberations, on any such issue.
The Board deliberates, after examination by the competent Committee or Committees, as the case may be, on the annual budget, the medium-term plan, any significant operation falling outside the Company’s announced strategy, the corporate strategic plan presenting the actions to be implemented by the Company or the Group in order to comply with the objectives of the multi-year energy programme (see section 7.1.6.2 “Public service in France”), the Group’s strategy relating to nuclear fuel cycle, gas and renewable energies and the public service contract (see section 7.1.6.2 “Public service in France”). It regularly examines, in connection with the strategy defined by it, opportunities and risks such as financial, legal, operational, social and environmental risks, as well as the measures taken as a consequence. In this context it examines in particular the risks and opportunities relating to climate change and their impact on the Group’s strategy and its activities and assets.
The Board of Directors ensures the implementation by the Company of a programme for the prevention and detection of corruption and influence-peddling and a non-discrimination and diversity policy, particularly in terms of balanced representation of women and men within the governing bodies of the Company (see section 4.2.1 “Members of the Board of Directors”). In accordance with the provisions of Article L. 225-37-1 of the French Commercial Code, the Board of Directors deliberates annually on the Company’s policy in terms of equal access to employment and equal pay and defines the Company’s strategic aims submitted to the EDF Central Social & Economic Council in accordance with Article L. 2312-17 and Article L. 2312-19 of the French Labour Code.
Under its internal Rules of Procedure, the Board of Directors is competent to authorise in accordance with the governance of the Group’s listed companies, the following transactions prior to their implementation:
