FRANCE Law and Practice Contributed by: Jean-Christophe Devouge and Kaïs Boussadia, Aurès
ance and ESG information as well as all relevant information on factors that are likely to have an impact in the event of a tender offer. Listed companies must also publish relevant information regarding related-party agreements. Listed companies are also subject to various recommendations, including: • appointment of independent directors – (please refer to 4.5 Rules/Requirements Concerning Independence of Directors ); • set up of specialised committees – (please refer to 4.1 Board Structure ); and • limitation of allowances – listed companies shall be prudent with allowances granted to directors and/or officers and subject these allowances to performance criteria and limit their overall amount. Recommendations applicable to listed compa - nies mostly derive from corporate governance codes. Although these codes are deemed to be non-binding (soft law), listed companies choos - ing not to follow their recommendations must publicly explain why and justify their choice to the market (comply-or-explain principle). In addi - tion, companies choosing not to follow recom - mendations issued by the AMF may be named in the AMF corporate governance report for not complying with its recommendation. 2. Corporate Governance Context 2.1 Hot Topics in Corporate Governance Green Shareholder Activism and “Say-on- Climate” Shareholder activism is increasingly focusing on ESG and climate-related issues. Since 2020, activist investors have started to request issuers
operating in high-impact sectors (energy, build - ing industry) to consult their shareholders on their climate strategy, on the say-on-pay model. If most motions proposals submitted in 2020 and 2021 were rejected by the board of directors or disapproved at the general meeting, issuers took into account this new issue and included relat - ed consultative resolutions at the 2023 general meetings. In this context, the HCJP published a report in December 2022, and the AMF a press release in March 2023, encouraging listed com - panies to submit “say-on-climate” resolutions for shareholders’ approval every year. A proposal to introduce “say-on-climate” statutory regime including new obligations for listed companies with a view to improve their climate strategy was made as part of the discussions on the Green Industry Act in 2023, but was in the end rejected by the French legislature. Expansion of Multiple Voting Rights Shares French corporate law has long abandoned the rule “1 share = 1 vote” by allowing the issuance of shares with multiple voting rights. However, their use was still restricted for listed companies until the Attractivité Act of June 2024. Before, listed companies could only issue shares with double voting rights to long-term shareholders: other forms of multiple voting rights were pro - hibited. In line with the EU Listing Act, the French legis - lature has allowed the issuance of multiple vot - ing rights through preferred shares during the initial public offering of a company on a French regulated market or multilateral trading facility. This law has established mandatory safeguards – which may be supplemented by the by-laws – such as: • limitation of the voting ratio to 25:1 for shares listed on a multilateral trading facility – no
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