As indicated in section 4.1 (“Corporate Governance Code”), the Company adheres to the AFEP-MEDEF Code subject to the specific legislative and regulatory requirements applicable to it.
This section provides details of the total remuneration and benefits of any kind paid during the fiscal years 2021 and 2022 or granted in respect of the same fiscal years to the corporate officers by the Company and the companies included in the Company’s consolidation scope within the meaning of Article L. 233-16 of the French Commercial Code (see section 4.6.2 “Total remuneration of the Chairman and Chief Executive Officer” for the Chairman and Chief Executive Officer and section 4.6.3 “Total remuneration of Directors” for the Directors). The tables in sections 4.6.2 “Total remuneration of the Chairman and Chief Executive Officer” and 4.6.3 “Total remuneration of Directors” below were drawn up in accordance with the format recommended by the AFEP-MEDEF Code of Corporate Governance and the AMF’s position-recommendation no. 2021-02.
Pursuant to Article L. 22-10-8 of the French Commercial Code, this section also presents the policy for the remuneration of corporate officers established by the Board of Directors (see section 4.6.1 “Remuneration policy” below), which will be submitted to the Shareholder’s Meeting called to approve the financial statements for the fiscal year closing 31 December 2022.
Pursuant to Article L. 22-10-8 of the French Commercial Code, the Board of Directors establishes the remuneration policy for corporate officers.
In accordance with Article 22-10-16 and Article 22-10-17 of the French Commercial Code, the items comprising the remuneration of the Chairman and Chief Executive Officer are set by the Company’s Board of Directors on the recommendation from the Appointments, Remuneration & Governance Committee and submitted for approval by the French Minister for the Economy after consultation with the relevant Ministers (see section 4.2.3.5 “Appointments, Remuneration & Governance Committee”). The remuneration of the Chairman and Chief Executive Officer must comply with the limits provided for by Decree no. 2012-915 of 26 July 2012 on State control over the remuneration of executives of public companies, which amended the Decree of 9 August 1953 and sets a ceiling on his gross yearly remuneration of €450,000.
The Appointments, Remuneration and Governance Committee also issued its opinion to the Board regarding the rules and procedures for allocating the sum set by the Shareholder’s Meeting pursuant to Article L. 225-45 of the French Commercial Code, to be allocated to Directors as a remuneration for their work.
At the Shareholders’ Meeting of 12 May 2022, the five resolutions on the remuneration and the remuneration policy for EDF’s Directors and Officers (from Resolution 7 to 11) were adopted by a very large majority, with 98.75% to 99.97% of votes in favour.
After consulting the Appointments, Remuneration and Governance Committee which met on 8 February 2023, the Board of Directors approved at its meeting on 16 February 2023 the remuneration policy described below for the Chairman and Chief Executive Officer:
| Components of the remuneration | Amounts paid during the 2022 fiscal year | Amounts allocated for the 2022 fiscal year | Policy for the fiscal year 2023 |
|---|---|---|---|
| Fixed remuneration | Fixed remuneration Amounts paid during the 2022 fiscal year€451,704 (1) |
Fixed remuneration Amounts allocated for the 2022 fiscal year€450,000 |
Fixed remuneration Policy for the fiscal year 2023On recommendation of the Appointments, Remuneration and Governance Committee, the Board of Directors, which met on 16 February 2023, decided to maintain the annual fixed gross remuneration of the Chairman and Chief Executive Officer at €450,000 for fiscal year 2023. |
| Variable remuneration | Variable remuneration Amounts paid during the 2022 fiscal yearnone |
Variable remuneration Amounts allocated for the 2022 fiscal yearnone |
Variable remuneration Policy for the fiscal year 2023none |
| Multi-year variable remuneration | Multi-year variable remuneration Amounts paid during the 2022 fiscal yearnone |
Multi-year variable remuneration Amounts allocated for the 2022 fiscal yearnone |
Multi-year variable remuneration Policy for the fiscal year 2023none |
| Possibility of deferring or repaying the variable remuneration | Possibility of deferring or repaying the variable remuneration Amounts paid during the 2022 fiscal yearn/a |
Possibility of deferring or repaying the variable remuneration Amounts allocated for the 2022 fiscal yearn/a |
Possibility of deferring or repaying the variable remuneration Policy for the fiscal year 2023n/a |
| Exceptional remuneration | Exceptional remuneration Amounts paid during the 2022 fiscal yearnone |
Exceptional remuneration Amounts allocated for the 2022 fiscal yearnone |
Exceptional remuneration Policy for the fiscal year 2023none |
| Stock options, performance shares or other long-term benefits | Stock options, performance shares or other long-term benefits Amounts paid during the 2022 fiscal yearnone |
Stock options, performance shares or other long-term benefits Amounts allocated for the 2022 fiscal yearnone |
Stock options, performance shares or other long-term benefits Policy for the fiscal year 2023none |
| Remuneration for serving as a Director | Remuneration for serving as a Director Amounts paid during the 2022 fiscal yearn/a |
Remuneration for serving as a Director Amounts allocated for the 2022 fiscal yearn/a |
Remuneration for serving as a Director Policy for the fiscal year 2023The Chairman and Chief Executive Officer does not receive any remuneration for his or her term of office as Director. |
| All types of benefits | All types of benefits Amounts paid during the 2022 fiscal year€3,355 (2) |
All types of benefits Amounts allocated for the 2022 fiscal year€3,660 |
All types of benefits Policy for the fiscal year 2023Benefit corresponding to the provision of a company car that the Board has decided to maintain for the 2023 fiscal year. |
| Signing allowance | Signing allowance Amounts paid during the 2022 fiscal yearnone |
Signing allowance Amounts allocated for the 2022 fiscal yearnone |
Signing allowance Policy for the fiscal year 2023none |
| Severance pay or end-of-service allowance | Severance pay or end-of-service allowance Amounts paid during the 2022 fiscal yearnone |
Severance pay or end-of-service allowance Amounts allocated for the 2022 fiscal yearnone |
Severance pay or end-of-service allowance Policy for the fiscal year 2023none |
| Non-competition clause | Non-competition clause Amounts paid during the 2022 fiscal yearnone |
Non-competition clause Amounts allocated for the 2022 fiscal yearnone |
Non-competition clause Policy for the fiscal year 2023none |
| Supplementary pension scheme | Supplementary pension scheme Amounts paid during the 2022 fiscal yearnone |
Supplementary pension scheme Amounts allocated for the 2022 fiscal yearnone |
Supplementary pension scheme Policy for the fiscal year 2023none |
| Remuneration paid or granted by a company included in the scope of consolidation within the meaning of Article L. 233-16 of the French Commercial Code | Remuneration paid or granted by a company included in the scope of consolidation within the meaning of Article L. 233-16 of the French Commercial Code Amounts paid during the 2022 fiscal yearnone |
Remuneration paid or granted by a company included in the scope of consolidation within the meaning of Article L. 233-16 of the French Commercial Code Amounts allocated for the 2022 fiscal yearnone |
Remuneration paid or granted by a company included in the scope of consolidation within the meaning of Article L. 233-16 of the French Commercial Code Policy for the fiscal year 2023none |
n/a: not applicable.
(1) This amount represents the total gross remuneration paid to Jean-Bernard Lévy and Luc Rémont during the 2022 fiscal year (see details in section 4.6.2 “Total remuneration of the Chairman and Chief Executive Officer”).
(2) Amount of benefits in kind paid to Jean-Bernard Lévy calculated on a prorated basis up until his resignation date.
