Directors’ Duties in France

>> Board Requirements in France

Appointment of directors

Each director is appointed by a shareholders’ decisions and may be dismissed at any time in the same way. Please note that the chairman is chosen by the directors and is subject to a simple majority vote. There are no specific qualification requirements for stipulated by French law. However you should possess the appropriate knowledge in order to execute your duties diligently, for example, if you are a director of a pharmaceutical, you could be required to possess a related degree.

Board meetings and composition requirements

Directors must be of age and must not have been prohibited from managing a company (eg personal bankruptcy, criminal penalties) and they may have to provide a translation of their criminal record to prove this.

There are no residency or nationality requirements, however directors may be expected to provide a copy of a valid passport when being appointed.

There is no minimum or maximum number of directors required by Law, however this may be restricted by the Articles of the company. There must always be a President appointed to the board.

The board of directors meeting shall be convened by its Chairman or by at least two of its members. The General Manager may also request that the Chairman convenes the Board of Directors with  a determined agenda.

Further, the directors shall meet at the registered office of the company or anywhere in the same city. As an alternative, the meeting may be held via videoconferencing or any other means of telecommunications allowing the identification of the participating board members.

In accordance with French law, the minimum number of directors that should be present or represented at a board meeting is half of the members.

Signatory rights/powers of directors

The resident is the legal representative of the company and has the broadest powers to represent the company towards third parties. The president has the power to sign documents on behalf of the company.

Conflicts

If a director acts in a way that goes against the company’s interest, they may be held liable to the company for mismanagement. The company may also be able to declare the act as null and void.

The Medef’s Ethics Committee has recommended to companies that they implement internal policies in order to identify, prevent the occurrence of, and manage any conflicts of interests which would be likely to challenge the independence and objectives of their directors. This shall notably be the case when a significant interest (emotional, family, financial, political, etc) which is unrelated to the company is likely to interfere with the manager’s decision-making.

Recommended measures from Medef’s

“Prévenir et gérer les conflits d’intérêts dans votre entreprise”, ie “How to prevent and manage conflicts of interest in your company” include: discussing and thinking about the issue in-house identifying any potential conflicts (existence of connections between a company officer and a competitor, supplier or customer; promotion of an employee who is a company officer’s relative; supplier offering a gift or travel, etc)

  • being transparent in notifying the shareholders and/or management or supervising bodies of any potential conflicts of interest which may exist at least once a year
  • undertaking measures aimed at preventing conflicts (requests for authorisation, prohibition from taking part in such decisions, etc)
  • creating the required bodies to supervise compliance with these measures and punish any non-compliance which may occur

Please note that engaging in certain professions (for example lawyer, auditor, public accountant, officials, notary and members of government) may restrict you from undertaking certain management positions such as a directorship.


Latest version updated 22nd March 2018

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