Greener and more diverse corporate governance

Boards of directors and supervisory boards more concerned with social and environmental responsibility (CSR) than before the health crisis, but also more feminized, more diverse and rejuvenated: this is the portrait painted by the latest edition of the barometer of the French Institute of Directors (IFA) and Ethics & Boards with the 120 largest French companies.

Nearly three-quarters (71%) of SBF 120 companies, compared to less than half in 2019, now have a committee in charge of CSR issues: this is much more than in Great Britain (49%), than in the United States (46%) or Germany (15%).

While the committee is specifically dedicated to CSR in 40% of companies, it can also be combined with other concerns, in particular strategy (42% of committees combined) or compensation (39%). On this last point, the barometer notes that 95% of companies have incorporated CSR criteria into the variable compensation of their managers.

“A wake-up call for stakeholders”

An effect of the Pacte law of 2019? “There is a whole range of reasons but they all point in the same direction”notes Denis Terrien, president of the IFA for whom there was “an awakening of stakeholders” : “Today, a company that does not invest in its territory will find it increasingly difficult to attract investors or young talent to work there. »

This effort by French companies seems to be welcomed by industry experts: 37.5% of SBF 120 companies are now on the A list of the Carbon Disclosure Project (CDP), which notes the commitment of global companies on the basis of their performance in terms of energy transition, forest preservation and water security. Almost two-thirds (63%) have also formally made climate commitments.

On value sharing, 85% of companies officially communicate on the subject, even if the equity ratio (which calculates the pay gap between managers and the company’s median salary) has gone from a multiple from 55 to 67. “An increase which is partly explained by the good results of companies in 2021”explains the IFA.

Feminization and diversification continue

The Pacte law has made the presence of one or two employee representatives on the boards of directors or supervisory boards of French companies of a certain size mandatory. There are 86 of them in the SBF 120. Between 2019 and 2022, the proportion of these companies with at least one employee on a board rose from 83% to 98%.

And in 78% of them, the salaried director(s) are a member of a specialized committee, an offshoot of the board, particularly the compensation committee. “Once viewed with suspicion, they are now part of normal council life, recognizes Denis Terrien. They are responsible, listened to and many have trained to the point of feeling comfortable enough to participate in a committee. »

As for the composition of the boards, which now include 60% independent directors, feminization and diversification continue. Effect of the Copé-Zimmermann law, boards now have 46.2% women, compared to 45.1% in 2019, which places France ahead of the United Kingdom (40%) and Germany (33, 2%), itself closely followed by the United States. Even if feminization is progressing, women presidents remain very much in the minority: 11 out of 120 in 2022, compared to 6 in 2019.

In the executive committees (Comex), the proportion of women has increased from 18% to 26% (+18%) but only 14 women hold the position of CEO, general manager or chairman of the management board.

“The between-ones that we criticized so much twenty years ago exists much less”

In terms of diversity, the French boards have 31% of extra-nationals, it is more than the United States (17%) or Germany (26%) but still behind Great Britain (43%).

These changes are driven by an increased turnover of boards: 121 new directors in 2019, 128 in 2020, 163 in 2021 and 171 in 2022. These are also younger, with an average of 58.9 years. “The between-ones that we criticized so much twenty years ago exists much less”welcomes Denis Terrien.

Finally, in a few years, the share of councils that separate the executive functions from the presidency has increased, from 60% in 2019 to 68% in 2022. “The role of administrator is much more complex today, explains Denis Terrien. That of president also: a good president must devote himself to it two to three days a week: difficult to ensure at the same time the post of general manager, who manages the daily newspaper. »

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