Paragraph 1: The Board of Directors and General Management

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Article L22-10-10

French Commercial codeIn force
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Updated 8 Nov 2023

In companies whose securities are admitted to trading on a regulated market, the corporate governance report provided for in the last paragraph of Article L. 225-37 in addition to the information mentioned in article L. 225-37-4, the following information:

1° The composition of the Board and the conditions in which its work is prepared and organised;

2° Where the balance sheet total, turnover or number of employees exceeds thresholds set by decree in the Conseil d'Etat, a description of the diversity policy applied to members of the board of directors with regard to criteria such as age, gender or qualifications and professional experience, as well as a description of the objectives of this policy, its implementation procedures and the results obtained during the past financial year. This description is supplemented by information on the way in which the company seeks to achieve a balanced representation of women and men on any committees set up by senior management to assist it regularly in the performance of its general duties, and on the results achieved in terms of gender diversity in the top 10% of positions. If the company does not apply such a policy, the report includes an explanation of the reasons for this;

3° Any limitations that the Board of Directors places on the powers of the Chief Executive Officer;

4° Where a company voluntarily refers to a corporate governance code drawn up by organisations representing companies, the provisions that have been disregarded and the reasons why, as well as the place where this code can be consulted, or, in the absence of such a reference to a code, the reasons why the company has decided not to refer to it as well as, where applicable, the rules adopted in addition to the requirements required by law ;

5° The specific arrangements for shareholder participation in the General Meeting or the provisions of the Articles of Association that provide for such arrangements;

6° A description of the procedure put in place by the company in application of Article L. 22-10-12 and its implementation.

The provisions of the last two paragraphs of Article L. 225-102 shall apply to the information provided for in this article.

Mariela Petrova

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Any time a strategic decision changes how the company is owned, governed or contractually bound — incorporation, fundraising, M&A, restructuring, shareholder agreements, or major commercial contracts. Earlier engagement always costs less than later remediation.

A notary (notaire) is a public officer who authenticates specific deeds (mainly real-estate transfers and certain family-law acts). A corporate lawyer (avocat) advises on strategy, negotiates and drafts company documents, and represents you in disputes. The two roles complement rather than overlap.

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The SAS (Société par Actions Simplifiée) is the default choice for most international structures: flexible governance, single shareholder allowed, no minimum capital, and works cleanly with foreign holding entities. We assess SARL, SA, SCI on the merits when the situation calls for it.

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Absolutely. We routinely coordinate with your in-house counsel, expert-comptable or notaire — pragmatic collaboration is the norm, not the exception. We send them everything they need to do their part without duplicating work.

Mariela Petrova

Mariela Petrova

Avocate au Barreau de Paris

Toque #C2396

15+ Years In Corporate Practice

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Communications protected by professional secrecy — secret professionnel de l'avocat, Article 66-5 of the Law of 31 December 1971.

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