Gouvernement d’entreprise et rémunérations des dirigeants : l’AMF met à jour sa doctrine

The AMF has updated its doctrine concerning corporate governance and executive compensation, with the aim of providing better support for issuers. Two key modifications have been made to the corporate governance doctrine:
##### DOC-2012-02: Corporate Governance Recommendation Restructuring
The AMF has undertaken a significant update to its doctrine on corporate governance and executive compensation, aiming to provide more effective guidance for issuers. The key modification in this regard revolves around the reformatting of the recommendation applicable to companies adhering to the AFEP-MEDEF code (DOC-2012-02). This recommendation has been restructured with a focus on enhancing clarity and pedagogy. The recommendation is now organized thematically in alignment with the structure of the AFEP-MEDEF code. Moreover, each section begins with a restatement of the relevant provisions of the AFEP-MEDEF code, offering a coherent framework for the guidance.
The AMF’s DOC-2012-02 recommendation amalgamates all applicable recommendations meant for companies declaring their adherence to the AFEP-MEDEF code. Additionally, this document integrates the strategic insights and reflective thoughts provided to professional associations. This consolidation effort encompasses the recommendations and reflections released by the AMF since 2009 through its reports on matters of corporate governance and executive compensation.
Effective from 28 July 2023, the updates encompass two pivotal changes:
1. The restructuring of the recommendation format for companies referencing the AFEP-MEDEF code, designed to ensure better comprehension. This reorganization follows a thematic structure in line with the AFEP-MEDEF code, with the code’s stipulations highlighted at the outset of each section.
2. The integration of recommendations and best practices concerning the consideration of CSR by the board of directors. These insights, originating from the 2022 AMF report on corporate governance and executive compensation, are now incorporated into the recommendation (specifically, paragraph 16). Furthermore, these updates find their place in the guide for crafting Universal Registration Documents (DOC-2021-02 – 2nd part – paragraphs 12, 13.3, and 13.4).
##### DOC-2021-02: Guidance for Crafting Universal Registration Documents
In a parallel development, the AMF updated the DOC-2021-02 guideline, which addresses the integration of CSR considerations within corporate governance. This guideline is crafted with the intent of assisting publicly listed companies, particularly those of medium size, in the preparation of their Universal Registration Documents. This comprehensive guideline covers various aspects:
1. Clarification of the regulatory framework governing Universal Registration Documents, applicable since 21/07/2019.
2. Elucidation on how issuers should present the required information within Universal Registration Documents.
3. Compilation of both AMF’s positions and recommendations and those of ESMA, serving as a comprehensive guide. Recommendations by AMF are distinguishable through black-framed boxes, while ESMA’s directives are presented in „bordeaux“ colored boxes adorned with a paperclip icon. Educational elements in the guide serve to provide pedagogical clarity.
This guideline provides comprehensive insights, covering topics ranging from the overarching principles of crafting Universal Registration Documents to the presentation of different sections within the document. Moreover, it caters to the distinct needs of various issuer types, such as biotechnology companies, real estate enterprises, start-ups, and addresses the specifics of pro forma financial information.
Effective from 28 July 2023, a pivotal development grants issuers the option to submit their SFRs and the accompanying Universal Registration Documents in the ESEF format. This encompasses XHTML with XBRL tags for consolidated IFRS accounts or pure XHTML for other contexts. As a result, the guide for crafting Universal Registration Documents has been updated, with modifications evident in its first part (paragraphs 5 and 7, as well as question 1.10.2). Furthermore, the guidelines for submitting prospectuses and Universal Registration Documents (DOC-2019-21) have been revised to accommodate RFS submissions in the ESEF format. An appendix to this instruction features a detailed table clarifying formats and languages for Universal Registration Documents and annual financial reports submitted to the AMF.