The Board was regularly briefed on the issue of stress corrosion and the situation of the French nuclear fleet, as well as on the Company’s preparations for the winter of 2022-2023. The Board also authorised the industrial stress corrosion repair programme.
At its meeting on 11 April 2022, the Board of Directors decided, in the interest of shareholder dialogue, to submit EDF’s climate transition plan, which aims to contribute to achieving carbon neutrality by 2050, to the General Meeting of Shareholders to be held on 12 May 2022, for an advisory opinion. The corresponding resolution (thirteenth resolution) was approved by 99.87% of the shareholders at the General Meeting of 12 May 2022. The climate transition plan, as well as the draft resolution to be submitted to the General Meeting, had been the subject of a prior review and discussion by the Corporate Responsibility Committee on 8 April 2022 (see section 3.1.3.1.1 “Recently strengthened governance”).
During the past fiscal year, the Board also took note of all the topics reviewed by the Board’s Committees, on the basis of the Committee files provided to it, and discussed them in the context of the reports given by the Committee Chairmen at the subsequent Board meeting.
In view of the changes in the Company’s governance that were being prepared for the second half of 2022, the annual strategy seminar as well as the meeting of the Directors which the Chairman and CEO would not attend (executive session) were postponed to 2023.
In the context of the discussions initiated in 2021 between EDF and General Electric (GE) on the planned acquisition by EDF of GE’s nuclear steam power business, the Board of Directors decided on 11 October 2021, pursuant to Article 14 of the Board’s internal Rules of Procedure, to set up a Working Group comprising two independent directors within the meaning of the criteria of the French AFEP-MEDEF Code and two Directors representing the employees. Chaired by Philippe Petitcolin, the Working Group also included Claire Bordenave, Colette Lewiner and Christian Taxil.
This Working Group, in conjunction with EDF’s management, was tasked with reviewing the project resulting from the discussions between EDF and GE and its characteristics with regard to the Company’s corporate purpose and its strategic, industrial, financial and social challenges, and to issue any and all opinions and recommendations to the Board on the project. Accordingly, the working group received from the Company the information for it to fulfil its duties and received assistance from an advisory bank, particularly to examine the valuation items.
The Working Group held 8 meetings between October 2021 and November 2022. The Board of Directors, having considered the findings of the Working Group, approved the planned acquisition on 3 November 2022.
Following the announcement by the French State on 19 July 2022 of its intention to submit a simplified takeover bid for all of the Company’s shares, as well as all of the bonds convertible into and/or exchangeable for new and/or existing shares maturing on 14 September 2024 (the “OCEANEs”), and in accordance with Article 261-1 of the AMF general regulations and AMF recommendation No. 2006-15, the Board of Directors decided on 19 July 2022 to set up an ad hoc Committee made up of a majority of independent directors. This Committee, which includes Colette Lewiner, Bruno Crémel, Philippe Petitcolin, independent directors, and Christian Taxil, director elected by the employees, is chaired by Bruno Crémel.
The Committee was tasked with (i) proposing to the members of the Board of Directors the appointment of the independent expert entrusted with drawing up a report on the financial terms of the bid, (ii) monitoring the work of this independent expert by ensuring that the expert’s assignment and the due diligence that the latter was to carry out were carried out properly, in particular by ensuring access to the information needed and (iii) issuing a recommendation to the Board of Directors on the interest of the bid for the Company, the shareholders, the holders of OCEANEs and the employees. The ad hoc Committee was set up to carry out its duties until the date on which the AMF publishes the notice of the outcome of the bid launched by the French State or until any other date decided by the Board.
After the Board’s appointment, upon the proposal made by the ad hoc Committee, of the firm Finexsi as independent expert on 27 July 2022, the Committee monitored, in accordance with the role assigned to it, the work of the independent expert and drew up a draft reasoned opinion on the bid, which was submitted to the Board of Directors. The Committee was assisted in its duties by financial and legal counsel. Between its creation and November 2022, the Committee met fourteen times for regular progress reviews, with its counsel and with the independent expert, and it was able to hear any person whose views it deemed to be relevant. In particular, it ensured that the independent expert had access to all the information it needed to carry out its duties and reviewed the criticisms and observations received from minority shareholders and ensured that the independent expert responded to them.
The Board of Directors, after duly noting the findings of the independent expert on the fairness of the terms of the French State’s bid, issued a reasoned opinion on the interest of the bid for the Company, its shareholders, the OCEANEs holders and its employees on 27 October 2022, which was confirmed on 20 November 2022 after reviewing the addendum to the independent expert’s report of 26 October 2022, and recommended to the EDF shareholders and the OCEANEs holders to contribute their securities to the bid.
In accordance with the new recommendation inserted into the French AFEP-MEDEF Code in December 2022, the Board of Directors shall determine during 2023, upon the proposal made by the Company’s Executive Management and after review by the Corporate Responsibility Committee, the Group’s multi-year strategic policies in terms of CSR and shall monitor their implementation.
