Areva - Reference Document 2016

REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS

4. System of internal controls

As of the date this Reference Document was filed, the internal organization on which

the Chief Executive Officer relies is structured as described below.

Internal governance and operational management bodies

For AREVA SA:

an Executive Management Committee chaired by the Chief Executive Officer,

which draws on specialized committees:

○

a Disputes and Litigation Monitoring Committee;

○

a Mergers and Acquisitions Control and Commitment Monitoring Committee

(Nuclear and Renewables);

○

a Sales Compliance Committee;

○

a Group Risks Committee.

an OL3 Steering Committee specifically in charge of project monitoring, steering

and control;

For New AREVA Holding (hereinafter called “NewCo”), an Executive Committee

(ExCom) chaired by the Chief Executive Officer of AREVA SA and seven specialized

committees are in place and have been functioning since July 1, 2016.

The composition of the Executive Committee of NewCo

(1)

was as follows as of the

date this Reference Document was filed:

the Chief Executive Officer;

the Chief Legal and Financial Officer.

the Senior Executive Vice President of Human Resources, Communications,

Property and Work Environment;

the Senior Executive Vice President of Customers, Strategy, Innovation and R&D;

the Senior Executive Vice President of the AREVA Projects Business Unit and

Director of Performance;

the Senior Executive Vice President of the Mining Business Unit;

the Senior Executive Vice President of the Chemistry/Enrichment Business Unit;

the Senior Executive Vice President of the Recycling Business Unit;

the Senior Executive Vice President of the Dismantling and Services Business

Unit;

the Senior Executive Vice President of the Logistics Business Unit;

the Special Advisor to the Chief Executive Officer.

For the operational management of AREVA NP operations held for sale by

AREVA SA, an Executive Committee (ExCom) has also been set up by the President

of AREVA NP SAS. This committee has also been functioning since July 1, 2016.

The composition of the Executive Committee of AREVA NP is as follows:

the President of AREVA NP SAS;

the Chief Operating Officer;

the Senior Executive Vice President of the Components Business Unit;

the Senior Executive Vice President of the Fuel Business Unit;

the Senior Executive Vice President of Sales, Regional Platforms, and

Instrumentation and Control;

the Senior Executive Vice President of the Installed Base Business Unit;

the Senior Executive Vice President of the Technical and Engineering Business

Unit;

the Senior Executive Vice President of the Large Projects Business Unit;

the Senior Executive Vice President of Operational Excellence.

Corporate departments

The main corporate departments, which carry out oversight missions relating to

control and compliance with the group’s rules, are:

the Finance/ Legal Department;

the HR/ Communications/ Property/ Work Environment Department;

the Risk/ Internal Audit Department;

the Customers/Strategy/Innovation and R&D Department;

the Compliance Department;

the Protection Department;

the Safety, Health, Security and Environment Department;

the Performance Department.

Policies and procedures

Lastly, a set of policies and procedures ensure the proper functioning of the group’s

governance at every level of the organization.

4.2.2.

DEFINITION OF RESPONSIBILITIES

AND AUTHORITY

The group has a frame of reference which clearly defines powers and duties. It

is based on:

formal written and duly signed organizational notes describing missions and

responsibilities at the level of the group, in particular the operational departments

and the functional departments;

formal written delegations of authority in the procedure “Delegation of Authority –

Thresholds and Decision Channels”, which defines internal rules for authorization

and decision-making for the leading operational processes; and

delegations of authority and signature authority throughout the group to conduct

business as appropriate at each level in a manner which is consistent with

applicable laws and regulations.

The definition of the organization and delegations of authority complies with the

principle of the separation of duties. In particular, governance and internal control

principles applicable to delegations of authority set financial limits by type of

transaction, for which information must be provided to or authorization received

from the competent bodies.

4.2.3.

HUMAN RESOURCES MANAGEMENT POLICY

Against the backdrop of an economically and financially difficult environment, the

human resources policy had three priorities in 2015 and in 2016:

negotiate and implement the human resources aspects of the group’s

performance plan (voluntary departure plan, reduction of labor expenses,

organizational transformation);

continue to promote and manage internal mobility while ensuring that key skills

are retained;

develop executive and manager leadership skills, a driver for the commitment

and mobilization of the managerial body.

(1) NewCo is the temporary name of the entity which combines all of the operations of AREVA related to the nuclear fuel cycle, whose legal name is New AREVA Holding.

2016 AREVA

REFERENCE DOCUMENT

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