Reference documents

To perform its missions, the Board of Directors has created five committees to review and prepare certain projects before they are presented to the whole Board.

Directors who are members of these committees are appointed by the Board of Directors. The Chairman of each committee is appointed by the Board on proposal from the members of the committee.

Are also invited to attend to the meetings of all these committees:

• Mr Pierre-Marie ABADIE, the Governement commissioner to the Company,
• Mr Bruno ROSSI, the Head of the French State's Economic and Financial General Supervisory Mission to the Company.

The Committee reviews and gives its opinion, before examination by the Board, on the Company's financial position, the medium-term plan and the budget, the preliminary financial reports prepared by the Corporate Finance Division (company's financial statements, Group consolidated financial statements and Group management report), the monitoring of the Company's risks, audit and internal control, the insurance policy, the selection of Statutory Auditors, while ensuring their independence, and the fees paid to them, and the review of the financial aspects of external growth operations or disposals that are particularly significant in nature.

The Audit Committee is chaired by Mr Pierre MARIANI, an independent Director who is appointed by the general shareholders' meeting and a respected figure from outside the EDF group. The other members are Messrs David AZEMA and Yves d'ESCATHA, Director appointed by the French State, and Mrs Marie-Hélène MEYLING, Messrs Alexandre GRILLAT and Maxime VILLOTA, three Directors elected by the employees.

The Nuclear Commitments Monitoring Committee is tasked with monitoring changes in nuclear provisions, The Nuclear Commitments Monitoring Committee is tasked with monitoring changes in nuclear provisions, issuing an opinion on issues relating to governance of dedicated assets, the rules for asset-liability matching and on strategic allocation, and ensuring the compliance of the management of the assets implemented by EDF in accordance with the policy for constituting and managing the dedicated assets.

This Committee is chaired by Mr Philippe CROUZET, an independent Director appointed by the general Shareholders' Meeting and a respected figure from outside the Group. The other committee members are Mrs Marie-Christine LEPETIT and Mr Yves d'ESCATHA, two Directors appointed by the French State, and Mrs Marie-Hélène MEYLING and Mr Maxime VILLOTA, two Directors elected by the employees.  

The Strategy Committee issues an opinion to the Board of Directors on the Company's major strategy policies, in particular the major strategic development plan, the industrial and commercial policy, the public service contract, strategic agreements, alliances and partnerships, the research and development policy, external or internal growth or disposal projects that require authorisation from the Board of Directors.

Mr Henri PROGLIO, the Chairman and CEO, chairs this Committee. The other members are Mr Michael JAY, an independent Director appointed by the general Shareholders' Meeting and a respected figure from outside the Group, Mrs Marie-Christine LEPETIT and Messrs David AZEMA and Pierre SELLAL, two Directors appointed by the French State, and Mrs Marie-Hélène MEYLING, Messrs Alexandre GRILLAT and Jean-Paul RIGNAC, three Directors elected by the employees.

Since 2010, the Chairman has invited directors who are not members to attend Strategy Committee meetings.

The Ethics Committee ensures that ethical considerations are taken into account in the work of the Board of Directors and in the management of the Company. It reviews the reports from the Mediator, the General Inspector for nuclear safety and radiation protection, the Inspector for hydropower safety and the General Inspector for the regulated sector governance.
Moreover, each year the Ethics Committee conducts an assessment of the running of the Board and its committees, and every three years oversees a formal assessment of the work of the Board and its committees entrusted to an external consultant.

Mrs Mireille FAUGERE, an independent director who was appointed by the shareholders' meeting and a outside the Group, chairs the Ethics Committee. The other members are Mrs Marie-Christine LEPETIT, a Director appointed by the French State, Mrs Christine CHABAUTY and Mrs Marie-Hélène MEYLING, Messrs Philippe MAISSA and Alexandre GRILLAT, Directors elected by the employees.

The Nominations and Compensation Committee submits proposals to the Board of Directors regarding the appointment of directors by the Shareholders' Meeting. It submits for approval, to the Minister for the Economy and for Energy, an opinion on the compensation of the Chairman and Chief Executive Officer regarding the salary, variable portion and peripheral compensation of the Chairman and Chief Executive Officer. It also submits this opinion to the Board of Directors for deliberation and the setting of this compensation.
If necessary, it discusses the salaries of the Chief Operating Officers and issues an opinion on the compensation proposals that the Chairman and Chief Executive Officer submits regarding the salary, variable portion and peripheral remuneration of each Chief Operating Officer. It submits its proposals and its opinion for approval to the Minister for the Economy and Energy, and also submits it to the Board of Directors for deliberation and setting of this compensation.
The Committee submits to the Board of Directors its opinion on on the conditions for the setting of the compensation of the principal managers (fixed and variable portions, calculation method and indexing), as well as the amount and terms and conditions for the distribution of the directors' fees. It ensures the existence of succession plan charts for Executive Committee positions.

The Committee is chaired by Mr. Bruno LAFONT, independent director appointed by the Shareholders' Meeting and a respected figure from outside the Group. The other member of the Committee is Mr. Michael JAY, an independent Director appointed by the Shareholders' Meeting and an individual outside the Group and Mr. David AZEMA, a Director appointed by the French State..