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

Gender diversity on boards of directors, and in particular compliance with a “gender quota”, is one of the major themes to have entered the codes in recent years. The origin of this concern can be traced back to Law No. 2011-103 of 27 January 2011 , known as the “Copé-Zimmermann Law”, which created Articles L. 225-18-1 and L. 225-69-1 of the Commercial Code. These texts require undertakings to hav …

Gender equality in executive bodies

Gender diversity on boards of directors, and in particular compliance with a “gender quota”, is one of the major themes to have entered the codes in recent years. The origin of this concern can be traced back to Law No. 2011-103 of 27 January 2011 , known as the “Copé-Zimmermann Law”, which created Articles L. 225-18-1 and L. 225-69-1 of the Commercial Code. These texts require undertakings to have a minimum proportion of board members of each gender equal to 40%.

More recently, EU Directive No 2022/2381 of 23 November 2022  set itself the objective of achieving a more balanced representation of women and men on the boards of listed companies. It lays down effective measures to speed up the progress already achieved in terms of gender diversity, while granting listed companies - the only ones concerned - deadlines for making the necessary adjustments. Accordingly, those undertakings will have until 30 June 2026 to meet one or other of the following targets: at least 40% of board memberships must be held by members of the under-represented sex; at least 33% of all board memberships, both executive and non-executive, must be held by members of the under-represented sex. As for sanctions, the directive leaves Member States some room for maneuver, allowing them to take any measures necessary to ensure the implementation of such sanctions, which must be effective, proportionate and dissuasive, such as the possibility of introducing fines or the power for a judicial body to invalidate or declare null and void a decision concerning the selection of board members made in breach of the appointment rules defined by the directive.

In addition to these binding provisions, the AFEP-MEDEF Code encourages undertakings to adopt a strategic approach to achieving gender diversity targets within their management bodies. This involves developing appropriate communications and regularly assessing the impact of this strategy, specifying any reasons why targets have not been met and the measures taken to remedy the situation.

The IFA issues recommendations along the same lines, encouraging undertakings to set targets and deadlines for increasing the number of women on boards. lt also supports the training and raising of board members' awareness of gender diversity issues.
The Middlenext Code's recommendations also focus on fairness and respect for gender balance at every level of the corporate hierarchy. Going beyond the legal requirements, it recommends that the Board of Directors ensure that a policy aimed at achieving this balance and equity is implemented within companies.

Law No 2011-103 of 27 January 2011 on the fair representation of men and women on boards of directors and supervisory boards and on professional equality, JORF 0023 of 28 January 2011.

Directive No 2022/2381 of the European Parliament and of the Council  of 23 November 2022 on improving the gender balance among directors of  listed companies and related measures, OJEU L 315 of 7 December 2022, to be transposed into national law by 28 December 2024 at the latest.

Compliance

145. Gender equality in executive bodies

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Les notions juridiques connexes

145. Gender equality in executive bodies

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Les notions juridiques connexes

Demandez un accès gratuit
au contenu exclusif Livv – juristes d’entreprise