Introduction

Scope of application

Compliance program

Protection of whistleblowers

Audit and sanctions

Rules arising from the Sapin II Law

EU law

French law

Rules derived from competition law

Sapin II Law/Competition

Scope ratione personae

Scope ratione materiae

Scope

Development of plan

Measures included in plan

Inclusion in management report

Vigilance plan

Injunctions

Civil liability

Sanctions

Duty of vigilance (devoir de vigilance)

CSR programs

Reporting

Communication

Reporting and communication

Judicial sanctions

Risk to reputation, strategy and stability

Corporate Social Responsability (CSR)

Middlenext Code

IFA Corpus

AFEP - MEDEF Code

Types

Principles of governance

Principles incorporating CSR values

Principles

Comply or explain

Binding force

Private codes of conduct

Compliance

As an instrument of good companies governance, the code of conduct specifies the ethical rules applicable to managers and staff, defining and illustrating the various types of behavior to be proscribed as likely to constitute corruption or influence peddling . The definition of a code of conduct, as a means of preventing and managing the risks of breaches of probity to which the entity is exposed, comes under the third pillar of the anti-corruption system.

The code of conduct is the expression of the decision by the governing body to commit the undertaking to a process of prevention and detection of corruption and influence peddling . The AFA therefore entrusts the latter with the task of initiating the process of implementing it, validating its design, and ensuring its deployment and control . Drawn up jointly by the compliance officer and qualified persons , the code of conduct must be validated and prefaced by the governing body , and then promoted by the latter. The governing body itself must scrupulously apply the principles of the code, since its exemplary nature is essential to its proper appropriation and application by staff .

Lastly, the code of conduct must be incorporated into the organization's internal regulations, which implies consultation with employee representatives as stipulated in Article L. 1321-4 of the Labor Code. It is this integration into the organization's internal regulations that gives the code of conduct its binding force: it enables disciplinary proceedings to be initiated and sanctions imposed on offending personnel.

Law 2016-1691 of 9 December 2016 on transparency, the fight against corruption and the modernization of economic life, known as Sapin II, Art. 17, II, 2°.

AFA recommendations intended to help legal entities under public and private law to prevent and detect acts of corruption, influence peddling, concussion, illegal taking of interest, misappropriation of public funds and favoritism of 4 December 2020, published in the JORF of 12 January 2021, pt 17.

Ibid. at 164, provided that such portage fosters the development of a culture of deontology, ethics, integrity and probity.

Tool to ensure good governance

34. Tool to ensure good governance