For a “stakeholders committee” specific to boards of directors

Forum. A major debate has just opened in France about the nature and purpose of the company. He contrasts two visions that seem irreconcilable.

On one side, supporters of an overhaul of the company and its governance, which call for a rewrite of the article 1833 of the civil code to push companies to better take into account the negative consequences of their activity on the environment and stakeholders.

A shade

On the other, the supporters of the status quo underscore the significant risk to destabilize the French companies by changing the content of this article.

These entrenched positions and the controversies which they generate lead us to reflect on the role of the board of directors and the very notion of governance. That the directors and whose interests should they serve ?

The main mission of the directors is to ensure the proper functioning of the company which is the legal support of the company. This is achieved by adherence to the rules of the law of companies, mainly contained in the civil code and the commercial code. It is also the board of directors, which appoints and dismisses the officers and sets their salaries.

Administrators organize the functioning of the board and shall invest in specialised committees (compensation committee, ethics committee, audit committee, etc.). He is finally returning to the directors the task of organising the communication of reliable information and sincere to the shareholders and to the financial markets. In law, the main mission of the board of directors is to govern the company.

In the Face of these legal principles are clear, the various codes of governance as well French as foreigners have introduced a nuance that is now facing the consequences. These codes of corporate governance lead the board of directors to decide on the strategic direction of…

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