OD Flash | Ordinance No. 2024-934 of October 15, 2024: Transposition of the European Directive on Achieving a Better Balance Between Women and Men Among Directors of Listed Companies

In continuation of the law of January 27, 2011, commonly referred to as the “Copé-Zimmermann Law,” the ordinance of October 15, 2024, once again equips French law with provisions aimed at promoting a more balanced and diverse representation within governing bodies.

As a reminder, the “Copé-Zimmermann Law” of January 27, 2011, has already established a solid foundation for gender parity, setting a quota of 40% of women on the boards of directors of companies with more than 250 employees and a net turnover or balance sheet total of at least 50 million euros.

Ordinance No. 2024-934 of October 15, 2024, is part of the authority granted to the government by Article 5 of the DDADUE Law of April 22, 2024. This ordinance aims to transpose into domestic law Directive (EU) 2022/2381, known as “Women on Boards,” which concerns gender parity within the governing bodies of commercial companies, particularly those listed on the stock exchange.

The ordinance makes a distinction between two types of employee representatives on boards of directors:

• Employee shareholder representative director, designated by the general meeting of shareholders, are included within the general body of directors and are subject to the same parity rules.
• Employee representatives on the board, appointed through specific modalities, form a distinct body where parity is also applied, depending on their mode of designation.

This distinction is established in accordance with article 33 of the directive, which allows States to apply quantitative objectives separately for the different types of representatives. Thus, these two categories of directors are now included in the calculation of the balance rule, whereas they were previously excluded.

Similarly, the ordinance also modifies governance rules for state-controlled companies by amending Ordinance No. 2014-948 of August 20, 2014. The inclusion of companies in which the State holds a stake represents an important strategic issue. By imposing the same parity rules on publicly held companies, the State reinforces the coherence of public policy regarding gender equality, ensuring that these companies meet the same requirements as others.

Furthermore, the governing bodies of companies that fall within the scope of the directive have until June 30, 2026, to comply with the balance rule between women and men. In the case of non-compliance, a strengthened recruitment procedure will be applied for the designation of members of these bodies. This procedure, which will be specified by decree, will impose binding corrective measures on companies that are not in compliance.

In addition, the ordinance establishes transparency obligations regarding the adherence to parity rules by companies. The aim is to ensure that non-compliance with these quotas also becomes an issue of image and reputation for companies.

In summary, this ordinance, while not overturning the existing legislative framework, promotes a cultural change within companies, encouraging respect for balanced representation.