The RTE Executive Board
A limited company with an executive board and an oversight council, RTE has specific features pertaining to its role as France’s transmission system operator (TSO). Its articles of association and its modes of governance ensure that it remains autonomous, independent and neutral.
Its executive board has the broadest powers to act on the company’s behalf in all circumstances, within the limit of the prerogatives devolved to the General Assembly and the Oversight Council. It is solely authorised to implement actions pertaining directly to the operation, maintenance and development of the public transmission system within the scope of the responsibilities assigned to the company.
Further to the opinion issued by France’s
Energy Regulatory Commission (CRE), its members are appointed by the Oversight Council.
The Executive Committee deals with all RTE operations requiring an oversight or decision-making process during the phases of policy making, commitment, implementation and tracking. Led by François Brottes, Chairman of the Executive Board, the Executive Committee comprises:
- Martine Bernard, Deputy managing director in charge of CARE (French acronym for "understanding, analysis and corporate social responsibility",
- Valérie Champagne, Member of the Executive Board and Deputy managing director in charge of the Finance and Procurement department,
- David Gaudillère, Deputy managing director in charge of the legal department,
- Olivier Grabette, Member of the Executive Board and Deputy managing director in charge of the Forward-Planning, Expertise and Solutions department,
- Hervé Laffaye, Managing director in charge of European & International Affairs and Diversification,
- Clotilde Levillain, Member of the Executive Board and Deputy managing director in charge of RTE’s Development & Engineering, Operations and Services department,
- Sophie Moreau-Follenfant, Deputy managing director in charge of human resources,
- Xavier Piechaczyk, Member of the Executive Board and Deputy managing director in charge of RTE’s Grids, Customers and Regions department,
- Bertrand Signé, Secretary.
The Oversight Council reviews and issues its opinion on decisions pertaining to the company’s major strategic, economic, financial or technological policies, subject to the Executive Board’s sole authority regarding decisions about grid operations and activities pertaining to the preparation and implementation of the ten-year network development plan. It oversees the Executive Board’s governance of RTE in accordance with the provisions of the energy code. It is supported by two specialist committees: the Economic Oversight and Audit Committee (CSEA) and the Compensation Review Committee.
Economic Oversight and Audit Committee (CSEA)
In preparation for the meetings of the Oversight Council, this committee reviews all the company’s financial data pertaining to the budget, to the economic and financial outlook, to annual statements and six-monthly results, to risk-assessment and risk-management policy (informed by the risk-mapping process), as well as the audit programme, audit results, timely completion of the action plan and internal oversight.
Compensation review committee
This committee issues opinions on the determination of all types of compensation that may be awarded to managing agents for the discharge of their duties.
Composition of the Oversight Council
The Oversight Council is composed of the following:
- 6 members representing the shareholder, CTE;
- The State, a legal person and a State administrator, appointed under articles 4 and 5 of order 2014-948 of the 20 August 2014 pertaining to governance and transactions involving the capital of corporations with government participation;
- 4 members representing the workforce.
Certain members of the Oversight Council have to meet specific requirements that are verified by France’s Energy Regulatory Commission (CRE) prior to their appointment, in order to maintain a higher level of independence regarding the governance of the transmission system than that pertaining to supply and generation structures (1).
(1) The list of all mandates and functions exercised by each managing agent, regulated agreements and any capital increases are detailed in the report on corporate governance.
European regulations and the energy code call for the appointment of a compliance officer. Subject to the powers assigned to the CRE in its own right, the compliance officer’s role is to ensure that RTE’s practices comply with requirements pertaining to its independence with regard to the corporation’s other vertically integrated companies.
Olivier HERZ has been RTE’s compliance officer since the 1st of October 2016. He may attend all General Meetings, Oversight Council meetings and specialist committee meetings, as well as any meetings deemed necessary for the discharge of his duties.
For the duration of his mandate, he has the broadest powers of investigation with access to both documentary and physical evidence. Subject to the information he has to submit to the CRE, he is bound by professional secrecy with regard to commercially sensitive information gathered for purposes of discharging his duties.