Proceedings

of the President-Chief Executive Officer, directors not being able to take action than
in a collegial manner. So, on the one hand, the belief was that managers had an overall
responsibility, but, on the other hand, their power could only disapprove without
acting in the direction of the President's conduct.
In these circumstances it was considered necessary to issue rules that would enhance
the power of the directors, developing a series of reports prepared by experts and
monitored by the French parliament. It is about Viénot I Report, issued in 1995,
Marini Report, issued in 1996, Viénot II Report, issued in 1999 (Richard and Miellet,
2002), which offered several recommendations, not necessarily implemented, the
reason being the rejection of the idea of change. However, since 1999, listed French
companies have agreed to report on corporate governance, while respecting the
principle of transparency (the publication of salaries of managers) and they have
showed that they had recourse to the appointment of independent directors. An issue
that has raised much discussion was the fact that the French doctrine sustained the
social interest of the company over the interest of shareholders, and, because of that
situation, many abuses were committed in the name of “social goodness”, in violation
of law or by finding “legal openings” (Onofrei, 2009).
These drawbacks were alleviated by changes in French corporate governance law,
namely:
• the Law adopted on May 15, 2001 introduced the obligation to publish salaries
of managers by all companies (listed and unlisted); this specification is
required to ensure a balance between the power of decision-making bodies, to
avoid membership in several Boards of Directors, to observe the minority
shareholders’ rights and to ensure the transparency of information;
• Financial Security Law of 2003 provided the compliance of good practices by
both companies and financial markets to ensure investor’s confidence; thus,
due to financial scandals in the U.S. (see Enron, Worldcom), it was denied, by
that law, the initiation of takeover bids without shareholder approval.
Regarding the imposed rules, studies have shown that approximately 54% of listed
French companies have complied with the corporate governance reports. In this sense,
the dual governance structure was most common (either by separating the positions of
President and the Chief Executive Officer, either by separating the Directorate and the
Supervisory Board), to comply with a legal obligation to publish the remuneration of
managers. It appeared more frequently the presence of independent directors, and
companies have responded positively to Government's initiative to ensure
transparency through the dissemination and publication of information, knowing that,
this way, stakeholders shared information about the company.
In the EEC, public information about the “Corporate Governance in Europe” appeared
in June 1995. Changes and improvements to the Codes of CG occur during this
period, so in March 2010, the Code “ecoDa Corporate Governance Principles and
Guidance for Unlisted Companies in Europe” was adopted. It was issued by The
European Confederation of Directors’ Associations (ecoDa). This Corporate
Governance Code includes a set of 14 principles that focus specifically on the
protection of minority shareholders in the face of possible abuses by controlling
shareholders.
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