AMF
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R É P U B L I Q U E F R A N Ç A I S E
Autorité des marchés financiers
17, place de la Bourse - 75082 Paris Cedex 2 - Tél : 01 53 45 60 00 - Télécopie : 01 53 45 61 00 www.
amf-france.
org
23 January 2004
Corporate governance...
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R É P U B L I Q U E F R A N Ç A I S E
Autorité des marchés financiers
17, place de la Bourse - 75082 Paris Cedex 2 - Tél : 01 53 45 60 00 - Télécopie : 01 53 45 61 00 www.
amf-france.
org
23 January 2004
Corporate governance and internal control - Disclosure and publication
requirements for securities issuers
(Loi de sécurité financière, Art.
122)
Introduction
Under the loi de sécurité financière (LSF)1, issuers of securities are subject to new disclosure
requirements for corporate governance and internal control.
As of 2003, the chairmen
of the board of directors or the supervisory board of limited-liability companies (sociétés
anonymes) are required report to shareholders annually, in a document appended to the
Management Report issued by the board of directors, regarding the way in which the
board prepares and organises its work ("corporate governance"), as well as on the
internal control procedures implemented by the company.
For limited companies with a
board of directors,2
the report must also specify whether the powers of the chief
executive have been restricted in any way.
3
Statutory auditors are required to submit their observations concerning the section of
the chairman's report dealing with the internal control procedures for preparing and
handling financial and accounting information.
4
These observations are contained in a
special report appended to the auditors' report.
The disclosure and publication requirements for companies making public offerings of
securities will be incorporated into the General Book of Rules of the Autorité des
marchés financiers (AMF), the French securities regulator, which will also publish an
annual report based on the information published in this respect.
5
Pursuant to Article L.
621-1 of the French Monetary and Financial Code, the AMF
hereby clarifies its expectations concerning the information to be disclosed by the
issuers referred to in Article 122 of the LSF.
6
1 Loi de sécurité financière dated 1 August 2003, published in the Official Journal of the French Republic,
issue 177 dated 2 August 2003 at p.
13220.
2 As opposed to a dual structure, i.
e.
, a management board and a supervisory board.
3 LSF, Art.
117.
4 LSF, Art.
120.
5 LSF, Art.
122
6 Art.
122 applies to any public legal entity, i.
e.
, any entity which has conducted a public offering of
securities, regardless of its legal form (limited partnership, groupement d'intérêt économique, etc.
), its country of
origin, or the type of product issued (debt or equity securities).
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