French (Fr)

Corporate governance: As it supports the principle "one share, one vote", AFG emphasises the importance for its members to exercise their voting rights in general meetings of listed companies Print
  • As early as 1997, the AFG code of ethics recommended that its members exercise their voting rights in the interest of their clients. The impact of these recommendations was amplified through the impulse of both the Financial Security Law (LSF) of 2003 and the General Regulation of the French securities regulator, Autorité des Marchés Financiers (AMF).
  • French law now provides that management companies exercise the voting rights attached to shares held by the collective investment funds (CIF) they manage and requires that, should they not exercise such right, they explain their decision.
  • The AMF General Regulation requires managers to publish an up-to-date "Voting Policy" stating the conditions under which they intend to exercise the voting rights attached to the shares held by the the CIFs they manage. These regulations further require management companies to report on the conditions under which they exercised their voting rights.
  • In 1997, with the aim of providing guidance to AFG members on the exercise of their voting rights, AFG Board of Directors also decided to create a Corporate Governance Committee, chaired since then by Jean-Pierre Hellebuyck.
  • The Committee was allocated the responsibility of publishing a code of corporate governance. The recommendations resulting from this early work, published in 1998, were updated on several occasions. The present 2015 edition is thus the thirteenth version of this code.
  • These recommendations are intended for companies whose shares are listed for trading either on a regulated French market or on a multilateral trading platform; their principles are also to apply to all investments made abroad by investment managers. By encouraging a continuous improvement process, AFG invites small and medium sized listed companies to make their best efforts to comply with these recommendations. A proportionate approach may apply to a number of provisions, for instance the provisions on the separation of functions as well as, for companies with a board made up of a limited number of directors, the assignment of board committees (audit, nominations, compensation) functions to individual free of interests directors well qualified in the relevant field.
  • These recommendations are intended as a guide for setting shareholder voting criteria for resolutions, notably for helping managers that are AFG members. The main objectives of corporate governance are already well known and are widely embraced in many European corporate governance codes. In this context, it would be well worth if work at the European level was completed so that basic corporate governance guidelines were defined in order to encourage best corporate governance practices in every field for all listed companies in the European Economic Area. It is essential that this process is not used to justify any potential undermining of shareholder rights in France.
Last Updated on Wednesday, 21 January 2015 13:16