Universal Registration Document 2022

4.2 Members and functioning of the Board of Directors

4.2.3.4 Corporate Responsibility Committee

Activity in 2022

	2022	2021
Number of meetings	Number of meetings 2022 2	Number of meetings 2021 3
Average attendance rate*	Average attendance rate* 2022 86,6 %	Average attendance rate* 2021 100 %
Average duration of the meetings	Average duration of the meetings 2022 2 hours and 45 minutes	Average duration of the meetings 2021 3 hours and 30 minutes

* Rate calculated on the basis of Committee members only (all directors attending Committee meetings).

In 2022, the Committee reviewed in particular:

the EDF group’s hydrogen strategy;
the Group’s R&D policy;
the risk policy for the energy markets;
the management of the French positions (electricity purchases and sales) for 2022 and the outlook for 2023 and 2024; and
a presentation of EDF Trading’s strategy, results and prospects.

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.

4.2.3.4 Corporate Responsibility Committee

Membership

The table below outlines the membership of the Corporate Responsibility Committee on the date of filing of this Universal Registration Document:

Members of the Corporate Responsibility Committee
Claire Pedini	Chair	Independent Director appointed by the Shareholders’ Meeting
Delphine Gény-Stephann ⁽¹⁾	Member	Director appointed by the Shareholders’ Meeting on recommendation of the French State
Fabrice Guyon ⁽²⁾	Member	Director elected by the employees
Sandrine Lhenry	Member	Director elected by the employees
Vincent Rodet	Member	Director elected by the employees
Michèle Rousseau	Member	Director appointed by the Shareholders’ Meeting on recommendation of the French State

(1) Delphine Gény-Stephann has been a member of the Corporate Responsibility Committee since 12 May 2022.

(2) Mr. Fabrice Guyon has been a member of the Corporate Responsibility Committee since 16 February 2023.

Number of members	6
Number of members Number of independent directors	6 1
Number of members Percentage of independent directors*	6 33,33 %

* Excluding Directors representing the employees.

Duties

In connection with the Group’s strategy, the Corporate Responsibility Committee examines the Group’s commitments and policies, as well as their implementation, in terms of ethics, compliance, and corporate responsibility. It examines the way in which the Company takes account of issues relating to climate change. In conjunction with the Audit Committee, it ensures the existence of programmes to identify and manage the main risks in these fields and to comply with legal and regulatory provisions.

As part of its duties, it examines particularly the factors constituting the declaration of non-financial performance included in the management report in accordance with the French Commercial Code, in conjunction with the Audit Committee, the annual ethics and compliance report, the EDF mediator’s annual report, as well as the annual reports from the French Inspector General for Nuclear Safety and Radiation Protection and the Inspector for Hydropower Safety.

The Committee submits an opinion to the Board on EDF’s policy on gender, professional and salary equality between women and men and on the way in which the Company implements a non-discrimination and diversity policy, particularly in terms of balanced representation of women and men in governing bodies.

In accordance with the new recommendation introduced in the French AFEP-MEDEF Code in December 2022, the Committee shall review in the course of 2023 the Group’s multi-year strategic policies in terms of social and environmental responsibility which will be submitted to the Board of Directors by the Company’s Executive Management and shall monitor their subsequent implementation.

Board of Directors Climate Point person

The Company stepped up its climate governance in 2020 by appointing a Climate Point person to the EDF Board of Directors. In addition to the missions already entrusted to the Board, the Corporate Responsibility Committee and the Audit Committee in terms of monitoring the risks and opportunities related to climate change, the Chair of the Corporate Responsibility Committee has been designated as Climate point person to the EDF’s Board of Directors. As Climate point person, in line with EDF’s raison d’être, the Chair of the Committee is responsible for:

ensuring, in conjunction with the Chairman and Chief Executive Officer and the Executive Committee’s Climate point person (section 3.1.3 “EDF climate governance”), that the Board of Directors identifies all the impacts of climate change for the Group and that the Board’s work and the strategy it defines incorporate such climate change issues;
regularly informing the Board of the Company’s climate strategy, after presentation to the Corporate Responsibility Committee by the Climate point person of the Executive Committee;
ensuring, in conjunction with the Chairman and Chief Executive Officer, that the Corporate Responsibility Committee and the Board regularly review the implementation of the Group’s carbon neutrality trajectory adopted by the Executive Committee;
reviewing, in the context of the performance of the Corporate Responsibility Committee’s assignments, how the Group applies the recommendations of the Taskforce on Climate related Financial Disclosures (TCFD) ⁽¹⁾ and reports on climate-related risks.

The Committee may submit any opinions, proposals and recommendations to the Board of Directors in fields falling within its remit.

(1) See sections 3.1.3.2 “Implementation of Task Force on Climate-related Financial Disclosures (TCFD) recommendations” et 3.1.3 “EDF Climate governance”