FINANCIAL COMMUNICATION: FRAMEWORK AND PRACTICES - 2019 EDITION

188 provisions are applied to individual cases and is designed to improve transparency and reduce uncertainty. A recommendation encourages companies to adopt certain behaviour or comply with a rule which the AMF considers useful in helping to achieve goals, or meet general principles or standards on matters falling within its remit. Nonetheless, a recommendation does not rule out the fact that other behaviour or rules may be equally compatible with such general principles or standards. Accordingly, AMF recommendations are not mandatory. However, the fact that a company complies with a recommendation generally helps create the presumption that it complies with applicable regulations. In certain cases, the provisions set out in a recommendation may, given the prevailing circumstances, represent one of the aspects taken into account when assessing an individual case, for example a request for accreditation or approval. Generally speaking, however, failure to apply a recommendation does not in itself constitute a breach of the regulations. Market practice as accepted by the AMF, whose remit does not only concern market manipulation, creates a presumption of legitimacy with regard to compliant market participants. Bearer share A share registered in an account in the name of the shareholder with an accredited financial intermediary, who alone is aware of the identity of the holder (except in the event of an identifiable bearer share). Board of directors A consensus-based managing body existing in corporations ( sociétés anonymes ) with between three and up to 18 members (up to 24 members in the event of a merger, regardless of whether or not the company is listed).The board of directors determines the company’s business strategy and ensures that it is duly implemented. Subject to the powers expressly conferred on shareholders’ meetings and provided it is compatible with the corporate purpose, the board may address any matters pertaining to the proper management of the company and settle all items of business relating thereto. Unless otherwise stipulated in the articles of association, the board’s internal rules and regulations allow for all board meetings to be held by videoconference or other telecommunications technologies, except those meetings adopting the statutory and consolidated financial statements and management report. The board of directors is the typical management structure found in corporations. Corporations may also choose to have a two-tier management structure in which the board of directors is replaced by an executive board and a supervisory board.