Evaluation of Director independence
The Board of Directors annually reviews the individual situation of the Directors with regard to the independence criteria provided in the AFEP-MEDEF Code. It may also be called upon to make a decision during the year in the event of a change in the membership of the Board or the status of a Director justifying a review of his or her independence.
At the meeting on 8 February 2022, the Appointments, Remuneration & Governance Committee (see section 4.2.3 “Board of Directors’ Committees”) examined the individual situations of Directors, taking into account the independence criteria provided for by the AFEP-MEDEF Code. The Board of Directors, at its meeting of 17 February 2022, performed its annual evaluation of director independence and confirmed the classification of Ms. Nathalie Collin, Ms. Colette Lewiner, Ms. Claire Pedini, Mr. Bruno Crémel, and Mr. Philippe Petitcolin as independent directors.
At its meeting on 8 February 2023, the Appointments, Remuneration & Governance Committee examined the situation of Directors, taking into account the independence criteria provided for by the AFEP-MEDEF Code.
The Committee noted that Luc Rémont, due to his capacity as Chairman and Chief Executive Officer, and therefore Executive Officer, cannot be considered as an independent Director (criterion no.1).
The Directors appointed on the recommendation of the French State in accordance with Article 6 of order no. 2014-948 of 20 August 2014 on the governance and equity transactions of companies with a public shareholding “represent”, by virtue of this text, “the interests of the French State as shareholder”. In view of the criteria set by the AFEP-MEDEF Code, these Directors cannot be considered as independent (criterion no. 8). The same holds true for the Representative of the French State appointed pursuant to the provisions of Article 2 of the Order of 20 August 2014, in his capacity as representative of EDF’s majority shareholder (criterion no. 8).
Finally, directors representing employees are not subject to an assessment, in accordance with the recommendations of the AFEP-MEDEF Code.
With respect to business relationships, the Appointments, Remuneration & Governance Committee examined the situation of Ms. Nathalie Collin, Ms. Colette Lewiner, Ms. Claire Pedini, Mr. Bruno Crémel and Mr. Philippe Petitcolin with regard to criterion no. 3 provided for by the AFEP-MEDEF Code. In particular, the Committee examined any business ties that might exist between the Company and companies in which these Directors hold offices or senior management positions, as well as groups to which they belong, on a quantitative level (importance of any business relations existing between the Company and these companies, their groups, and sales between them recorded in the course of the 2022 fiscal year), and on a qualitative level (Director’s position in the companies in question, nature of business relations, any economic dependence, exclusivity, etc.). Based on their findings, none of the companies in which Ms. Collin, Lewiner and Pedini and Mr. Crémel and Petitcolin hold offices or senior management positions, nor any of the groups to which these companies belong, could be classified as a significant client, supplier, business banker, financing banker or important consultant of the EDF group, nor could EDF be considered a significant client or supplier of these companies or their groups. Following these analyses, the Committee therefore concluded that there were no significant business ties involving these Directors.
After consulting the Committee, the Board of Directors assessed the individual situation of Ms. Nathalie Collin, Ms. Colette Lewiner, Ms. Claire Pedini, and Mr. Bruno Crémel and Philippe Petitcolin at its meeting on 16 February 2023, and confirmed their independence in accordance with the independence criteria set out in the AFEP-MEDEF Code. The Board deemed that none of these Directors had any relations with the Company, its Group or its management that might compromise the exercise of their freedom of judgement.
On the date of filing this Universal Registration Document, the Company’s Board of Directors therefore features 5 independent directors out of the twelve taken into account to make the calculation in accordance with the AFEP-MEDEF Code, i.e. a proportion of 41.7%, higher than one third of the Directors as recommended by the AFEP-MEDEF Code.
The table below presents the situation of the Directors classified as independent taking into account the criteria provided for by the AFEP-MEDEF Code:
| Criterion no. 1 | Criterion no. 2 | Criterion no. 3 | Criterion no. 4 | Criterion no. 5 | Criterion no. 6 | Criterion no. 7 | Criterion no. 8 | Final classification | |
|---|---|---|---|---|---|---|---|---|---|
| Nathalie Collin | Nathalie CollinCriterion no. 1✔ | Nathalie CollinCriterion no. 2✔ | Nathalie CollinCriterion no. 3✔ | Nathalie CollinCriterion no. 4✔ | Nathalie CollinCriterion no. 5✔ | Nathalie CollinCriterion no. 6✔ | Nathalie CollinCriterion no. 7✔ | Nathalie CollinCriterion no. 8✔ | Nathalie CollinFinal classification Independent |
| Bruno Crémel | Bruno CrémelCriterion no. 1✔ | Bruno CrémelCriterion no. 2✔ | Bruno CrémelCriterion no. 3✔ | Bruno CrémelCriterion no. 4✔ | Bruno CrémelCriterion no. 5✔ | Bruno CrémelCriterion no. 6✔ | Bruno CrémelCriterion no. 7✔ | Bruno CrémelCriterion no. 8✔ | Bruno CrémelFinal classification Independent |
| Colette Lewiner | Colette LewinerCriterion no. 1✔ | Colette LewinerCriterion no. 2✔ | Colette LewinerCriterion no. 3✔ | Colette LewinerCriterion no. 4✔ | Colette LewinerCriterion no. 5✔ | Colette LewinerCriterion no. 6✔ | Colette LewinerCriterion no. 7✔ | Colette LewinerCriterion no. 8✔ | Colette LewinerFinal classification Independent |
| Claire Pedini | Claire PediniCriterion no. 1✔ | Claire PediniCriterion no. 2✔ | Claire PediniCriterion no. 3✔ | Claire PediniCriterion no. 4✔ | Claire PediniCriterion no. 5✔ | Claire PediniCriterion no. 6✔ | Claire PediniCriterion no. 7✔ | Claire PediniCriterion no. 8✔ | Claire PediniFinal classification Independent |
| Philippe Petitcolin | Philippe PetitcolinCriterion no. 1✔ | Philippe PetitcolinCriterion no. 2✔ | Philippe PetitcolinCriterion no. 3✔ | Philippe PetitcolinCriterion no. 4✔ | Philippe PetitcolinCriterion no. 5✔ | Philippe PetitcolinCriterion no. 6✔ | Philippe PetitcolinCriterion no. 7✔ | Philippe PetitcolinCriterion no. 8✔ | Philippe PetitcolinFinal classification Independent |
✔ : means that the criterion is satisfied.
In accordance with the provisions of the AFEP-MEDEF Code, the Board’s internal Rules of Procedure provide that the Appointments, Remuneration & Governance Committee shall supervise annually an evaluation of the functioning of the Board of Directors and propose areas for improvement. Once a year, therefore, the Board shall dedicate one item on its agenda to this evaluation and shall hold a discussion on its functioning and that of its Committees in order to improve its efficiency and ensure in particular that important issues are appropriately prepared and discussed.
Every three years, this evaluation is conducted by an independent external consultant under the supervision of the Appointments, Remuneration & Governance Committee.
The 2021 annual evaluation was conducted internally using an anonymous questionnaire completed by the Directors, including both closed questions, enabling statistical monitoring of the answers, and open questions, enabling Directors to give detailed answers, provide qualitative observations, propose changes, and share their expectations for the 2022 fiscal year. The conclusions of this evaluation were examined at a meeting of the Appointments, Remuneration and Governance Committee on 25 November 2021, and then submitted to the Board on 15 December 2021.
