Considerations on The Implementation of The French Say-On-Pay

The two main French business bodies, the Association Française des Entreprises Privées ("AFEP") and the Mouvement des Entreprises de France ("MEDEF"), published a revised version of their joint corporate governance code for listed companies in France (the "AFEP-MEDEF Code") in June 2013.

Listed companies may chose to adhere to the recommendations of such "reference governance code" and must explain the reason why their governance practices may deviate from the provisions of the Code.

The revised Code introduces several changes in corporate governance for French listed companies adhering to its recommendations among which a non binding shareholder vote on executive officer compensation ("Say on Pay").

Sodali and Essere in partnership co-wrote this note related to the French Say On Pay. In this note we focused on identifying the various practical issues that will result from implementations of the advisory vote on executive officer compensation which will be a pressing issue in the coming months.