FINANCIAL COMMUNICATION: FRAMEWORK AND PRACTICES - 2019 EDITION

69 4 z CORPORATE GOVERNANCE REFERENCETOA CORPORATE GOVERNANCE CODE The provisions of Directive 2013/34/EU establishing the “comply or explain” principle have been transposed into article L. 225-37-4, paragraph 8, of the French Commercial Code. The corporate governance report must specify “when a company refers voluntarily to a code of corporate governance drawn up by organisations representing companies, the provisions that have been ruled out and the reason for this decision, as well as the place where the code may be consulted”. This information must be sufficiently clear, true and complete. It must cover (i) recommendations effectively applied (including how they were applied as well as disclosure on their website) and (ii) recommendations that are not applied (including how, why and what measures have been taken to achieve the underlying objectives of the relevant recommendation). The two main corporate governance codes to which issuers currently refer are the AFEP‑MEDEF Code , for listed companies, and the Middlenext Code , for SMEs. The June 2018 version of the AFEP-MEDEF Code sets out all these recommendations as does the AMF, which also recommends that issuers disclose this information in a specific section or table in the registration document/URD or annual report 108 . Each year, the AMF publishes a report on practices observed and issues recommendations in terms of required disclosures regarding governance and executive compensation (AMF 2018 Annual report on corporate governance and executive compensation) . It is important to note that the AFEP-MEDEF Code, amended in June 2018, enhanced the enforcement powers of the High Committee on Corporate Governance giving it the ability to “name and shame”. Consequently, if a company fails to respond within two months of receiving a letter from the High Committee asking it to justify its non compliance with the Code’s recommendations, it runs the risk of the content of the letter being made public 109 . COMPOSITION OFTHE EXECUTIVE BOARD, BOARD OF DIRECTORS OR SUPERVISORY BOARD Appointment, dismissal or resignation of a member of the board of directors or supervisory board In principle, the composition of a board of directors or supervisory board is communicated in periodic information (such information is included in the corporate governance report accompanying the management report and in the registration document/URD). 108 – AMF Recommendation no. 2012-02 of February 9, 2012 on corporate governance and the compensation of corporate officers with reference to the AFEP-MEDEF code, updated on November 30, 2018. 109 – AFEP-MEDEF code, June 2018, article 27.2. Boards and/or CEO appointments: n ORANGE n REMY COINTREAU n SODEXO