Key Benefits:
Publics concerned: companies whose securities are admitted to negotiations on a regulated market (listed companies); anonymous companies and non-listed companies with a total of balance sheet or sales of at least 100 million euros and whose average number of permanent employees employed during the year is at least 500; shareholders of these companies; independent third party bodies responsible for monitoring this information.
Subject: determination of companies subject to the obligation to include in their social and environmental information management report and the list of such information; information verification conditions by an independent third party organization.
Entry into force: with regard to the information to be mentioned in the management report, the decree is applicable:
―for listed companies, in exercises opened after December 31, 2011, with an obligation for the company to justify, if any, the reasons for which it was unable to provide some of the information;
- for non-listed companies whose total balance sheet or net turnover exceeds 1 billion euros and whose average number of permanent employees employed during the fiscal year is greater than 5,000, for fiscal years opened after December 31, 2011, with an obligation for the company to justify, if any, the reasons why it was unable to provide certain information;
- for non-listed companies whose total balance sheet or net turnover exceeds 400 million euros and whose average number of permanent employees employed during the year is greater than 2,000, in the years opened after December 31, 2012;
― for non-listed companies whose total balance sheet or net turnover exceeds 100 million euros and whose average number of permanent employees employed during the year is greater than 500, in fiscal years after December 31, 2013.
With respect to the obligation to verify information by an independent third party body, the decree is applicable:
– for listed companies, from the year opened after December 31, 2011;
―for non-listed companies, from the fiscal year ended December 31, 2016.
Notice: the obligation for listed companies to include social, environmental and societal information in the annual report of the board of directors or the board of directors was established by the Law No. 2001-420 of 15 May 2001 relative to the new economic regulations known as NRE.
La La La La La La La La La La La La La La La La La La La La La La La La La La La La La La La La La La La La La La Act No. 2010-788 of 12 July 2010 bringing national commitment to the so-called Grenelle 2 environment has extended this obligation to some unlisted companies, including total balance sheet or turnover and number of employees exceed certain thresholds.
The decree provides thresholds of 100 million euros for the total balance sheet or net revenue and 500 for the average number of permanent employees employed during the year.
It sets out the list of information required from all the companies concerned and provides a list of additional information requested from the only listed companies.
Finally, the Order states that the independent third party body responsible for verifying information is designated, as the case may be, by the Director General or the Chairman of the Management Board, for a period not exceeding six years, among the bodies accredited by the French Accreditation Committee (COFRAC) or by any other accreditation body signatory to the multilateral recognition agreement established by the European coordination of accreditation bodies.
The audit conducted by the independent third-party organization includes an attestation on the presence in the management report of all the information provided by the texts, a reasoned opinion on the sincerity of the information and, on the other hand, the explanations given by the company on the lack of certain information and the indication of the diligence it has carried out to carry out its audit mission.
References: the decree is taken for the application of theArticle 225 of Act No. 2010-788 of 12 July 2010 bringing national commitment to the environment andArticle 12 of Act No. 2012-387 of 22 March 2012 relating to the simplification of the law and the reduction of administrative procedures, which changed theArticle L. 225-102-1 of the Commercial Code.
The text as amended by this decree is available in its drafting on the website Légifrance (http://www.legifrance.gouv.fr).
The Prime Minister,
On the report of the Seal Guard, Minister of Justice and Freedoms,
Having regard to Regulation (EC) No. 765/2008 of the European Parliament and of the Council of 9 July 2008 establishing the requirements for certification and market surveillance for the marketing of products and repealing Council Regulation (EEC) No. 339/93;
Having regard to Regulation (EC) No 1221/2009 of the European Parliament and of the Council of 25 November 2009 concerning the voluntary participation of organizations in a community system of environmental management and auditing (EMAS), repealing Regulation (EC) No 761/2001 and the decisions of the Commission 2001/681/EC and 2006/193/EC;
Vu le Trade codeincluding article L. 225-102-1;
Vu la Act No. 2010-788 of 12 July 2010 bringing national commitment to the environment, including Article 225;
The State Council (inland section) heard,
Decrete:
Articles R. 225-104 and R. 225-105 of the Commercial Code are replaced by the following provisions:
"Art. R. 225-104.-The thresholds set out in the sixth paragraph of Article L. 225-102-1 are set at 100 million euros for the total balance sheet, 100 million euros for the net turnover and 500 for the average number of permanent employees employed during the year.
"The total balance sheet, net turnover and average number of permanent employees employed during the year are determined in accordance with the fourth, fifth and sixth paragraphs of section R. 123-200.
"Art. R. 225-105.-The report of the board of directors or board of directors referred to in Article L. 225-102 sets out, in accordance with the provisions of the fifth paragraph of Article L. 225-102-1, the actions carried out and the directions taken by the corporation and, where applicable, by its subsidiaries within the meaning of Article L. 233-1 or by the companies that it controls within the meaning of Article L. 233-3
"It presents the data observed during the fiscal year ended and, if applicable, during the previous fiscal year so as to allow a comparison between these data.
"It indicates, among the information referred to in Article R. 225-105-1, those that, in view of the nature of the activities or the organization of the society, cannot be produced or appear to be relevant, providing any useful explanations.
"When a company voluntarily complies with a national or international social or environmental repository, the report may mention it by indicating the preconizations of the repository that have been selected and the modalities for consultation with the latter.
"Art. R. 225-105-1.-I. ― Subject to the provisions of the third paragraph of Article R. 225-105, the board of directors or the board of directors of the corporation that meets the conditions set out in the first paragraph of Article R. 225-104 shall mention in its report, for the purposes of the provisions of the fifth paragraph of Article L. 225-102-1, the following information:
« 1° Social information:
“(a) Employment:
"– the total workforce and the distribution of employees by sex, age and geographical area;
" ― hiring and dismissals;
“– the remuneration and their evolution;
“(b) Organization of work:
"—the organization of work time;
"(c) Social relations:
"the organization of social dialogue, including procedures for information and consultation and negotiation with staff;
“– the balance of collective agreements;
"(d) Health and safety:
“– the health and safety conditions at work;
“– the balance sheet of agreements signed with trade union organizations or staff representatives on occupational health and safety;
“e) Training:
“– the training policies implemented;
"– the total number of hours of training;
“(f) Equal treatment:
"—the measures taken to promote equality between women and men;
"—the measures taken to promote employment and inclusion of persons with disabilities;
“—the anti-discrimination policy;
« 2° Environmental information:
“(a) General Environmental Policy:
"the organization of the company to take into account environmental issues and, where appropriate, environmental assessment or certification procedures;
"—the training and information activities of employees in environmental protection;
“—the means for preventing environmental risks and pollution;
“(b) Pollution and waste management:
" – measures to prevent, reduce or repair discharges in air, water and soil that seriously affect the environment;
"- measures for the prevention, recycling and disposal of wastes;
“—taking into account noise nuisances and any other form of pollution specific to an activity;
“(c) Sustainable use of resources:
"– water consumption and water supply according to local constraints;
"– the consumption of raw materials and the measures taken to improve efficiency in their use;
" – energy consumption, measures taken to improve energy efficiency and the use of renewable energy;
"(d) Climate change:
“– Greenhouse gas releases;
“e) Biodiversity protection:
“—the measures taken to preserve or develop biodiversity;
« 3° Information on societal commitments for sustainable development:
“(a) Territorial, economic and social impact of the activity of society:
"– in terms of employment and regional development;
" ― on riparian or local populations;
“(b) Relations with individuals or organizations interested in the activity of society, including integration associations, educational institutions, environmental associations, consumer associations and riparian populations:
“– the conditions of dialogue with these individuals or organizations;
“– the actions of partnership or patronage;
“(c) Subcontracting and suppliers:
"—taking into account in the policy of purchasing social and environmental issues.
“II. ― Subject to the provisions of the third paragraph of Article R. 225-105, and in addition to the information provided for in I, the board of directors or the board of directors of the corporation whose securities are admitted to negotiations on a regulated market mentions in its report the following information:
« 1° Social information:
“(b) Organization of work:
"—absentism;
"(d) Health and safety:
“—work accidents, including frequency and severity, as well as occupational diseases;
“(g) Promotion and compliance with the fundamental conventions of the International Labour Organization:
"– Respect for freedom of association and the right to collective bargaining;
"– to eliminate discrimination in employment and occupation;
" – to the elimination of forced or compulsory labour;
"– to the effective abolition of child labour;
« 2° Environmental information:
“(a) General Environmental Policy:
"– the amount of provisions and guarantees for environmental risks, provided that this information is not likely to cause serious harm to society in an ongoing dispute;
“(c) Sustainable use of resources:
"– the use of soils;
"(d) Climate change:
" — adaptation to the consequences of climate change;
« 3° Information on societal commitments for sustainable development:
“(c) Subcontracting and suppliers:
"– the importance of subcontracting and taking into account in relations with suppliers and subcontractors of their social and environmental responsibility;
"(d) Loyalty of practices:
“—the actions taken to prevent corruption;
“—the measures taken to promote consumer health and safety;
“e) Other actions, under this 3°, in favour of human rights.
"Art. R. 225-105-2.-I. ― The independent third-party body to verify, pursuant to the seventh paragraph of Article L. 225-102-1, the information to be included, under its fifth paragraph, in the report submitted by the board of directors or the board of directors of the corporation is designated, as the case may be, by the Director General or the Chairman of the executive board, for a period not exceeding six exercises,
"The independent third party body is subject to the incompatibility provided for in Article L. 822-11.
“II. ― Verification of the information to be included under the fifth paragraph of Article L. 225-102-1 in the management report results in a report of the independent third party organization, which shall include:
“(a) A certificate relating to the presence in the management report of all information provided for in article R. 225-105-1 indicating, where appropriate, the information omitted and not accompanied by the explanations provided for in the third paragraph of article R. 225-105;
“(b) A motivated opinion about:
“– the sincerity of the information contained in the management report;
"—the explanations, if any, regarding the absence of certain information pursuant to the third paragraph of Article R. 225-105;
"(c) The diligence he has implemented to conduct his audit mission.
"III. ― A joint order of the Seal Guard, Minister of Justice, and ministers responsible for ecology, economy and labour determines the modalities in which the independent third-party body conducts its mission.
"IV. ― Where a company voluntarily complies with Regulation (EC) No 1221/2009 of the European Parliament and of the Council of 25 November 2009 concerning the voluntary participation of organizations in a community-based system of environmental management and auditing (EMAS), the declaration signed by the environmental auditor in accordance with the provisions of Article 25, 8 and 9, annexed to the management report, is the opinion of the independent third-party body on environmental information.
"The verification of information relating to the social consequences of the company's activity and its societal commitments to sustainable development remains the responsibility of the independent third-party organization in accordance with the terms defined in I, II and III of this Article. »
I. ― provisions of the first paragraph of Article R. 225-104 of the Commercial Code in their writing from Article 1 of this Order shall apply to exercises opened after December 31, 2013.
For fiscal years opened after December 31, 2011, the thresholds set out in the sixth paragraph of Article L. 225-102-1 are set at 1 billion euros for the total balance sheet or net turnover and at 5,000 for the average number of permanent employees employed during the year.
For fiscal years opened after December 31, 2012, these thresholds are set at €400 million for the total balance sheet or net turnover and $2,000 for the average number of permanent employees employed during the year.
II. ∙ For companies whose securities are admitted to negotiations on a regulated market, the provisions of sections R. 225-105 and R. 225-105-1 of the same code are applicable to exercises opened after December 31, 2011.
III. ∙ The provisions of Article R. 225-105-2 of the same code issued under Article 1 of this Order shall apply:
1° From the year opened after December 31, 2011 for companies whose securities are admitted to negotiations on a regulated market;
2° From the year ended December 31, 2016 for other companies.
However, the attestation referred to in paragraph II of Article R. 225-105-2 is due from the first fiscal year under which companies are subject to the obligation to produce the information provided for in Article R. 225-105-1.
IV. ― For the current fiscal year on the date of publication of this Order, the corporation must justify, if any, why it was unable to provide certain information provided by section R. 225-105-1 of the same Code.
The Minister of Justice and Freedoms, the Minister of Economy, Finance and Industry and the Minister of Labour, Employment and Health are responsible, each with respect to him, for the execution of this Order, which will be published in the Official Journal of the French Republic.
Done on 24 April 2012.
François Fillon
By the Prime Minister, Minister of Ecology,
sustainable development, transport and housing:
The guard of the seals,
Minister of Justice and Freedoms,
Michel Mercier
Minister of Economy,
finance and industry,
François Baroin
The Minister of Labour,
employment and health,
Xavier Bertrand
