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Women on Boards of Directors and Supervisory Board French Laws Content.

Women on Boards of Directors and Supervisory Board .
French Laws Content.
Free translation of the french text posted on Village-Justice.

The articles of the January 11, 2011 French Law, called “Copé Zimmermann”, and its supplement by article 67 of the August 4, 2014 Law No. 2014-873 of for true equality between women and men, as required, are written specifying only additions or modifications to be introduced within the “Code du Commerce”.
The approximations, gaps, even errors, found in various articles, interviews... demonstrated that it has been, and may still be, difficult to accurately present the various provisions to be followed.
The text below proposes to help the various actors concerned by filling this gap.

PRESENTATION CONVENTIONS USED

Under these laws, the obligations are the same for the Boards of Directors and the Supervisory Boards, also, for simplification, the term "Board" will be used to refer to these two entities.
These Laws set targets for the numbers or ratios of Board members of a particular gender (male or female) to the number of members whatever their gender. Today, except for a few exceptions, women being a minority, for simplification in the following part of the presentation, the gender obligations presented will relate to women.
The deadline years (2014, 2017 and 2020) for achieving the goals of the Law is the year of the date of the first General Assembly following which the renewals and appointments are voted. The years of the Law are calculated according to the number of years from the Law promulgation year : 2011.
For simplification in the text that follows, only the year will be mentioned.

THE COMPANIES CONCERNED

ALL French "listed" companies on a regulated market, i.e. Euronext Paris.
It should be noted that some of these companies, although included in this scope of the Law, do not meet the criteria for "unlisted" companies (see below)
"Unlisted French companies" of more than XXX (depending on the year, see below) employees with an annual turnover or a balance sheet total of more than € 50 millions.
The limit values must have been observed consecutively in the three years prior to the year under consideration.
It should be noted that the French companies listed on Alternext or the second market meeting these criteria belong to the group designated as "unlisted", although they are "listed", on a different market than Euronext Paris
It should be noted that the “Société par Actions Simplifiée” (SAS) is not involved.

ADMINISTRATORS CONSIDERED FOR THE APPLICATION OF THE LAW

In the calculations for the application of the Law, Board members designated by the employees, if any, (male or female) are not considered, With the exception of Board members representing employees shareholders.

THE OBLIGATIONS

Upon the enactment of the law, for Boards with no women on board, the law shall only be deemed respected if, prior to the renewal or appointment of a man, a woman has been appointed.
The last, little-known, paragraph of the law gives a much broader purpose than Boards parity since it obliges the Boards of the companies concerned to annually deliberate on equality between men and women in the company.
In 2014, only listed companies had to achieve a minimum ratio of 20% of women on Boards
In 2017, all “listed” companies and “unlisted” (with at least 350 employees) companies
With a number of board members above 8, have to reach a ratio of 40% women on board
With a number of board members less than or equal to 8, the difference between the number of men and women must not be above 2.
In 2020 for "unlisted" companies with more than 250 employees, the same obligations than the 2017 for "unlisted"

PENALTIES

Men renewals or appointments leading to Law non-compliance are invalid.
Directors’ fees are blocked in a suspense account and will only be distributed when the obligations are met.

Copyright Governance & Structures
19 January 2017

Women on Boards of Directors and Supervisory Board French Laws (...)

Guy Le Péchon
Gouvernance & Structures

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