Corporate Governance of Listed Companies

Emeriane Avocats provides ongoing support to listed companies in managing their regulatory obligations and implementing corporate governance best practices, including the application of corporate governance codes (Afep-Medef and Middlenext), and recommendations from the French Financial Markets Authority (Autorité des marchés financiers – AMF), the French High Committee on Corporate Governance (HCGE) and proxy advisors.

Governance :

• Annual calendar for listed companies with respect to governance meetings (meetings of the governance bodies, board committees and shareholders’) and periodic financial publications schedules (press releases, blackout periods)
• Preparation of meetings of the board of directors / supervisory board and their committees
• Preparation of shareholders’ meetings: structuring of financial authorizations, legal documentation, responses to written questions, training of the bureau members
• Annual and half-year financial reports (including Universal Registration Documents)
• Corporate governance reports• Sustainability reports
• Executive officers’ remuneration: structuring, say on pay (ex ante and ex post), pay ratio
• Compliance with corporate governance codes (Afep-Medef Code, Middlenext Code) and recommendations from the French Financial Markets Authority (Autorité des marchés financiers – AMF), the French High Committee on Corporate Governance (HCGE) and proxy advisors
• Governance audits and benchmarks• Board and committees internal regulations
• Procedures for assessing ordinary related-party agreements• Shareholders and stakeholders engagement
• Shareholders and stakeholders engagement

Market Disclosure :

• Management of financial communication and regulated information (periodic and ongoing disclosure)
• Management of inside information (including deferred disclosures and insider lists)
• Training for senior management (general counsel, compliance officer, legal department, investor relations) on inside information management and prevention of market abuse
• Code of Conduct for dealings on the Stock Exchange
• Executives’ notifications relating to securities transactions
• Share buyback programs