FRANCE Law and Practice Contributed by: Jean-Christophe Devouge and Kaïs Boussadia, Aurès
3.3 Decision-Making Processes The applicable decision-making process depends on the nature of the corporate body. Please refer to 5.3 Shareholder Meetings for the shareholders’ decision-making processes. Collegiate management and/or supervisory bod - ies meet periodically on a pre-defined agenda. Meetings are called by the chairman and the convening process is freely determined in the by- laws or other internal rules, if any. For the adop - tion of defined decisions, such as the approval of annual or interim accounts, the statutory audi - tors (if any) must be given notice of the meet - ing. In companies with at least 50 employees, members of the social and economic committee ( comité social et économique ) may also attend the meetings in an advisory capacity. In SA, the board of directors may also implement specialised committees whose role is to issue opinions on matters submitted by the board and falling into their competence area. In this case, the board of directors will be convened after the relevant committee and will make decisions based on the committee’s opinion. Decisions are made by a vote of the general meeting, which may be held physically, via vide - oconference, or by postal vote. In this regard, the majority and quorum rules are defined by law or the internal documentation of the company. By exception, and if so provided for in the by-laws, decisions may result from the unanimous con - sent of the shareholders, expressed in a written act. Decisions are registered in minutes – drafted by an external secretary or by a member of the corporate body – executed by the chairman of the meeting and usually at least one other mem - ber of the body.
Recent reforms introduced by the Attractivité Act and its implementing decree have further modernised corporate governance practices by facilitating remote decision-making. Subject to by-law authorisation, shareholder meetings (excluding those of listed companies and the annual ordinary shareholder meeting convened to approve the financial statements in SARL) and board meetings may now be held entirely via telecommunication. In any case, shareholders of SA and SCA may attend, by such means, physically held meetings. By-laws may also allow written consultation – which may be conducted electronically – and postal voting for shareholders and board decisions (provided no board member objects). New requirements also apply to the transmission, recording and consultation of general meetings for listed com - panies as further detailed in 5.3 Shareholder Meetings – Extraordinary General Meetings. French law does not dictate any decision-mak - ing process for non-collegiate corporate bodies, although it is recommended that material man - agement decisions are registered in writing. In addition, the by-laws or other internal rules may enforce voluntary decision-making process.
4. Directors and Officers 4.1 Board Structure SA
As mentioned in 3.1 Bodies or Functions Involved in Governance and Management , SA may be structured pursuant to a one-tier board or a two-tier board system. Given the relative scarcity of the two-tier board system, 4.1 Board Structure to 4.11 Disclosure
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