Universal Registration Document 2022

To perform its duties, the Board of Directors has created five Committees to examine and prepare certain projects before they are presented to the Board. These specialised Committees are: the Audit Committee, the Nuclear Commitments Monitoring Committee, the Strategy Committee, the Corporate Responsibility Committee, and the Appointments, Remuneration & Governance Committee.

The membership, operation and duties of the Committees are governed by the internal Rules of Procedure of the Board of Directors.

The Committees comprise at least three Directors chosen by the Board, which appoints the Chair of each Committee. The Company’s articles of association provide that each Committee should include at least one Director representing the employees.

As at the date of this document, the Chairs of the Board Committees are as follows:

• Mr. Luc Rémont for the Strategy Committee;
• Ms. Marie-Christine Lepetit for the Audit Committee;
• Mr. Gilles Denoyel for the Nuclear Commitments Monitoring Committee;
• Ms. Claire Pedini for the Corporate Responsibility Committee;
• Ms.  Colette Lewiner for the Appointments, Remuneration & Governance Committee.

The Government Commissioner and the Head of the French State General Economic and Financial Supervisory Mission to the Company may attend the meetings in these Committees. The Government Commissioner may be represented to these Committees.

The work of the Committees is organised within a programme prepared for the year. Meetings are recorded in the form of written minutes, and the Committee Chair gives an oral report at the following meeting of the Board of Directors.

The Board’s internal Rules of Procedure provide that the Committees shall meet in sufficient time before the Board meeting, the agenda of which includes consideration of matters falling within their remit.

The Committees may invite Company executives, including the Chairman and Chief Executive Office, to attend their meetings. They may also invite other parties to attend, whether employed by the Company or not, having informed the Chairman and Chief Executive Officer in advance and on the condition that they report such attendance to the Board. The Committees may also, having informed the Chairman and Chief Executive Officer, have recourse to technical studies and external on issues falling within their remit, at the Company’s expense, provided that they report this to the Board.

In 2022, the Committees held a total of 21 meetings. The average overall attendance rate of the Committees was 92.5%. The average attendance rates per Committee are specified in sections  4.2.3.1 “Audit Committee” to 4.2.3.5 “Nomination, Remuneration & Governance Committee”.

For the individual attendance rates for the Directors to the Committees meetings, see section 4.2.2.9 (“Activity of the Board of Directors in 2022”).