In particular, the following emerged from the results of the 2021 evaluation:
The areas for improvement identified include strengthening the monitoring of decisions taken by the Board of Directors and of major operational risks. In addition to these two issues, the Directors placed strategy, monitoring of performance and value creation, and monitoring of the financial situation and trajectory among the top priorities for 2022. Finally, some Directors reiterated their wish to see foreign Directors appointed to the Board.
In view of the particular context of 2022 and in particular the announcement in July 2022 of the forthcoming change of Chairman and Chief Executive Officer, as well as the many changes in the composition of the Board of Directors during the fiscal year, it was decided to postpone the 2022 annual evaluation of the Board’s operation until 2023. Pursuant to the recommendation of the AFEP-MEDEF Code, this evaluation is conducted by an independent external consultant under the supervision of the Appointments, Remuneration & Governance Committee.
The Chairman and Chief Executive Officer ensures that the Directors have the necessary information for them to carry out their remit. This information is provided to them as soon as possible to enable them to carry out their remit in the best conditions.
Under the Board’s internal Rules of Procedure, it periodically receives information on the financial, cash management and off-balance sheet commitments position of the Company and the Group, and on the performance of the Company’s principal subsidiaries at the time of presentation of the annual and half yearly financial statements, in addition to the purchasing and human resources policy. The Board of Directors is also regularly informed of changes to the Company’s markets, competitive environment and the main challenges facing the Company, including in the field of corporate social, societal and environmental responsibility.
A document reviewing the Group’s current major business sectors, market trends, and the economic, financial and institutional context is regularly submitted to the Board of Directors. The Company also provides them with quarterly monitoring of key indicators concerning EDF and the Group, a quarterly reporting on the major industrial projects of the Group and more generally with any useful information between Board meetings, if the importance or the urgency of the matter so requires.
The Directors may supplement this information by means of meetings with the principal executives of the Company or Group, including without the Chairman being present, to discuss issues on the Board’s agenda.
Each Director may receive additional training in the specific characteristics of the Company and the Group, their business activities and their field of activity, as well as specific themes falling within the remit of the Committees of which they are members, such as the challenges related to the climate or social and environmental responsibility. Information meetings are also organised on complex matters or issues of major strategic importance, together with any training requested by the Directors.
The Board of Directors uses a digital platform that enables smooth, rapid and secure access to Board and Committee files as well as other information that may be useful for the performance of its duties. The Board also uses a secure videoconferencing tool for its meetings when they are held remotely.
The Board of Directors’ Climate point person, whose mission is to ensure, in conjunction with the Chairman and Chief Executive Officer (see section 3.1.3 “EDF’s climate governance”), that the Board identifies all the impacts of climate change for the Group and that the work of the Board and the strategy it develops integrate climate change issues, draws up each year along with the company’s management before the start of the fiscal year, an annual work programme for the Board and the Corporate Responsibility Committee on climate and CSR issues.
In this respect, a dedicated climate workshop was held at the end of 2021, during which the Directors carried out the Climate Fresk (see section 3.1.3.5.2 “Innovation and collective intelligence focused on climate action”), making the EDF Board the first Board of a French company to have undergone the exercise. Directors also discussed with two climate negotiation experts the outcome of COP 26 in Glasgow and the progress that has been made in focusing the multilateral process and the commitments of the countries towards a limiting global warming to 1.5°C by mid-century.
In 2023, a new Board workshop will be organised around the outcome of the COP 27 and COP 15 biodiversity conferences, as well as to hear from climate experts. In addition, Directors will be asked to carry out the Biodiversity Fresk Studies are underway to enrich the specific training courses that will be offered to directors on climate and CSR.
This approach is part of EDF’s governance of climate-related issues, which aims to raise climate issues to the highest level of the Company and to strengthen the Board’s involvement in and commitment to all climate-related issues, in line with EDF’s raison d’être and on social and environmental responsibility issues.
The internal Rules of Procedure of the Board of Directors state that its members are subject to obligations such as: acting in all circumstances in the corporate interest of the Company, informing the Board of situations of conflict of interest (see also section 4.4.1 “Conflicts of interest”), and refraining from contributing to the discussions and voting on any decision in which there might be a conflict of interest, fulfilling the obligation of confidentiality, carrying out their term of office with diligence and commitment, and complying with the EDF Stock Exchange code of ethics.
The Directors and the Chairman and Chief Executive Officer are required to inform the Board immediately of any agreement entered into by the Company in which they hold a direct or indirect interest, or which might be entered into through an intermediary.
In addition to the right to obtain disclosure of the documents and information necessary to perform their work, the Directors also have a duty to request the information they deem essential to the proper exercise of their duties.
Under the internal Rules of Procedure, each Director undertakes to ensure that his or her status complies with the French Commercial Code and the AFEP-MEDEF Code recommendations on plurality of offices and to keep the Board informed of offices they hold in other companies. The Chairman and Chief Executive Officer is also required to inform the Board of Directors before accepting an appointment in a listed company.
