Areva - Reference Document 2016

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REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS 3. Preparation and organization of the Board of Director’s work

3.2.6 BUSINESS ETHICS OF DIRECTORS The director shall performhis or her duties with independence, integrity, uprightness and professionalism. The company’s Policies and Procedures describe the directors’ duties, in particular:

p compliance with obligations related to the holding of financial instruments issued by the company and the holding of privileged information. As part of the program launched in 2015 to strengthen compliance and ethics, the group updated the applicable principles and rules to be followed in connection with the prevention of dereliction of duty and insider trading, notably the legal and regulatory provisions for the declaration of transactions and the definition of periods of abstention from trading on the company’s shares, and assembled them in a Code in 2016. The Code was presented to AREVA’s Executive Committee on February 15, 2016 and is updated regularly. The group also set up a policy for compliance with insider trading rules and a Code of Ethics. At the same time, programs to raise awareness of insider trading rules are being conducted with the group’s employees.

p respect for laws, the Articles of Association and the corporate interest;

the duty to speak out;

p

p the strictest respect for the confidentiality of the work of the Board and its committees;

p the application of rules related to multiple office-holding;

p the prevention of conflicts of interest;

3.3. WORK OF THE BOARD OF DIRECTORS

The Board of Directors’ work in 2016 concerned in particular recurring subjects such as examination of the half-year and annual financial statements and the observations of the statutory auditors on those statements, of the management report and the appended social and environmental responsibility report, of the report of the Chairman of the Board of Directors on the Board’s work and internal control procedures for 2015, of the report on internal controls in conformance with article 7 of the decree of February 23, 2007 on the securement of funding for nuclear expenses, of the Chief Executive Officer’s objectives, and of related party agreements. The Board of Directors also examined and/or deliberated on: p the different subjects relating to the group’s legal and financial restructuring: the financial trajectories, the bridge loan, the transfer of nuclear fuel cycle operations and bond debt fromAREVA SA to NewAREVAHolding, the process undertaken with the European Commission, and the AREVA SA and New AREVA Holding capital increases; The Board of Directors’ Rules of Procedure stipulate that, at least once a year, the Board of Directors shall devote time on the order of business for a review of its composition, functioning and organization, as well as that of the committees, and to verify that important matters are properly prepared and discussed. In addition, at least once every three years, it undertakes or commissions a formal evaluation of its work. Every year, it informs the Shareholders of the evaluations carried out and any follow-up actions. Ameeting of theBoard of Directors is held once a year duringwhich the performance of the Chairman, the Chief Executive Officer and the Chief Operating Officer(s), if applicable, is evaluated. Those parties do not attend the meeting. On December 12, 2016, the Secretary of the Board of Directors transmitted the evaluation questionnaire drawn up by the Compensation and Nominating Committee dated December 6, 2016. The results were examined by said committee on February 15, 2017. 3.4. RULES APPLICABLE TO EVALUATIONS

p the annual budget for 2017;

p the various asset sales planned: Canberra, AREVA NP, Adwen and AREVA TA; p the appointment of an ad hoc agent whose mission is to assist the company in completing its restructuring and helping to ensure its success; p the company’s policy of equal opportunity, equal pay and gender diversity. In addition, the Board of Directors was informed on a very regular basis of the status of the group’s performance plan and of the audit launched by AREVA in 2015 on the manufacturing files at le Creusot. To facilitate the Board of Directors’ decision-making, certain subjects were examined by the different committees, according to their area of responsibility. The Board heard the meeting reports and recommendations of those committees. In 2016, the Board met 19 times with an average attendance rate of 89%.

What arose from this is that certain avenues for improvement proposed by the Board during the evaluation of 2015 were carried out by the Board of Directors in 2016, in particular the creation of dialogue between employee representatives, the Senior Vice President of Human Resources and the Chief Executive Officer prior to meetings of the Board. Other avenues for improvement, such as the reduction of the duration of the meetings, could not be carried out in view of the treatment of various subjects related to the group’s legal and financial restructuring. The Board of Directors plans to implement those avenues for improvement over the course of 2017. The Board of Directors meeting of February 28, 2017 devoted an item on its order of business to the evaluation of the performance of the Chairman and of the Chief Executive Officer, without their presence. At that time, the Board hailed the commitment and quality of action of the Chairman of the Board of Directors and of the Chief Executive Officer during a difficult time for the company.

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2016 AREVA REFERENCE DOCUMENT