Universal Registration Document 2022

In addition to the meetings of the Audit Committee devoted to examining the annual and half-yearly financial statements, the Statutory Auditors also attend all meetings devoted to risk monitoring, internal control and auditing.

For the purposes of its work, the Committee regularly meets the Statutory Auditors, Executive Management, Corporate Finance, Group Risk Management and Internal Auditing.

Activity in 2022

The table below presents the statistical data relating to the 2021 and 2022 fiscal years:

In 2022, the Audit Committee reviewed, inter alia:

• the half-yearly and annual financial statements and related financial reports;
• the presentation by the Statutory Auditors of their 2022 audit plan and the key points of their audit findings, off-balance sheet commitments;
• the 2022 budget and the 2022-2024 medium-term plan;
• the updating of the Group’s risk mapping, risk monitoring and control methods and identified progress actions;
• the audit programme and its implementation, the summary of internal audits and the follow-up of implemented action plans;
• the annual summary of the Group’s energy market risks and counterparty risks;
• the annual financial management and financial risk management remit;
• the findings of an external review of EDF Trading;
• the Group’s insurance policy and the insurability of risks;
• the update of the 2022 outlook, the 2023 and 2024 scenarios and the Group’s trajectory shared with the independent expert in the context of the simplified takeover bid launched by the French State;
• the management of the Russian-Ukrainian crisis; and
• the Group’s preparation for the winter of 2022-2023.

The Committee was involved in the tendering process conducted by the Company for the terms of appointment of the Statutory Auditors for the period 2023-2028. It critically reviewed its findings, including the criteria and ratings obtained by the tenderers, as well as the Company’s analysis of the technical and commercial offers it had received. The Committee requested a third round of negotiations on commercial offers, which resulted in further savings, before making two recommendations to the Board.

In 2022, in accordance with the procedure approved by the Board of Directors of EDF on 3 November 2016, the Committee authorised the Statutory Auditors and the members of their network to provide services other than the certification of the financial statements and it was informed on a half-yearly basis of the services provided as part of the pre-approval process under the terms of this procedure.

The Committee did not need to seek any external technical advice or order any studies on issues falling within its remit during the 2022 fiscal year.

4.2.3.2 Nuclear Commitments Monitoring Committee

Membership

The table below outlines the membership of the Nuclear Commitments Monitoring Committee on the date of filing of this Universal Registration Document:

Duties

The Nuclear Commitments Monitoring Committee (NCMC) was created by Article 9 of Decree no. 2007-243 of 23 February 2007 on the securing of the financing of long-term nuclear cost. Its mission is to:

• monitor the valuation of nuclear liabilities and changes in the corresponding provisions;
• give its opinion on governance issues for dedicated assets and on the rules of asset-liability matching and strategic allocation;
• review the results of the management of the assets set up by the Company and verify that this management complies with the rules for setting up, managing and controlling the financial risks of dedicated assets;
• provides the Board with an opinion on the internal control procedure for the financing of the cost of decommissioning nuclear facilities, spent fuel management and disposal of radioactive waste, as set out in Article L. 594-1 of the French Environmental Code.

Decree No. 2020-830 of 1 July 2020, which amended Decree No. 2007-243 of 23 February 2007, requires the establishment of an independent control function for the assessment of nuclear liabilities, responsible in particular for issuing an opinion on the assessment of nuclear liabilities and their provisional timetable, the consistency of the methods and data concerning the assessment of nuclear liabilities and the policy on securing the financing of these liabilities. This Nuclear Liabilities Assessment Control Function (FCECN) has been created within the Company and is assigned to the General Secretary (see section 2.2.5 “Specific risks related to nuclear activities”, risk 5B – “Control of radioactive waste treatment , of the decommissioning of nuclear facilities, and ability to meet related commitments”). The opinions issued by the Nuclear Liabilities Assessment Control Function are forwarded to its parent authority, to the departments with operational responsibility for the assessment of nuclear liabilities, to the NCMC and the Board of Directors.