FINANCIAL COMMUNICATION: FRAMEWORK AND PRACTICES - 2019 EDITION

70 In the event that an issuer wishes to disclose such information before the dates for disclosure of periodic information, a press release can be issued introducing the person concerned and the main positions occupied and possibly explaining the reason for their appointment, dismissal or resignation. In practice, issuers do not disseminate such a press release except when it concerns the chairman of the board, a board member representing a strategic shareholder or the financial or accounting expert on the audit committee. In the event that management or the board of directors propose that an appointment be put to a vote at the shareholders’ meeting, the press release may be disclosed following a meeting of the board of directors or supervisory board or, at the latest, when the resolution approved by the shareholders’ meeting is disclosed. In the case of a co-optation by the board of directors or supervisory board or a resignation, this must be disclosed immediately after the meeting of the board of directors or supervisory board at which the co-optation or the resignation took place. In the event that the shareholders’ meeting decides on the dismissal of a board member, this shall be communicated immediately after the shareholders’ meeting at which the resolution was approved. Appointment, dismissal or resignation of a member of executive management or a member of the executive board Communications related to a chief executive officer or members of the executive board are made in periodic disclosures (this information is included in the registration document/URD and in the corporate governance report provided for by article L. 225-37 of the French Commercial Code). Immediate communication to the market by the issuer seems nonetheless necessary as of the appointment, dismissal or resignation of a chief executive officer or a member of the executive board. In practice, in the case of an appointment, the press release disseminated by an issuer will indicate the main functions performed by the chief executive officer or executive board member and may present the various stages of their professional career and the context of their appointment, dismissal or resignation. Creation of a specialised committee (audit committee and other committees) All issuers whose securities are listed on a regulated market are required to create an internal committee acting under the sole collective responsibility of the members of the board of directors or supervisory board and comprising members of these bodies only (and not company management). This committee is responsible for monitoring the process of preparing financial information, the effectiveness of internal control and risk management systems, the statutory audit of the financial statements and, where Creation of specialised committee: n EURAZEO