Co-Zimmermann Law Case Study

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PART 1 – FRANCE: A LEADER IN EUROPE SINCE 2011

The so-called “Copé-Zimmermann” Law, No 2011-103 of 27 January 2011 on balanced gender representation on boards of directors and on supervisory boards, places France among the leaders in Europe on the fight against gender inequality. Following a proposal of Jean-François Copé, Marie-Jo Zimmermann, Christian Jacob and Michèle Tabarot, the law has been enacted on 27 January 2011 and published in the Official Journal of 28 January 2011. The “Copé-Zimmermann” law provides for compulsory provisions (§1) that have to be complied with by companies that fall within its scope (§2).

§1 – The compulsory provisions of the Copé-Zimmermann legislation
The Copé-Zimmermann Law provides for several provisions on gender imbalance (A) and sanctions in case of breach of these provisions (B).

A – The different provisions on gender imbalance introduced by the Copé-Zimmermann legislation
In addition to compulsory quotas (1), the Copé-Zimmermann legislation also introduces rules regarding the maximal spread between the number of directors of each gender (2).

1 – A compulsory quota of at least 40% of each gender
The Copé-Zimmermann legislation strictly speaking does not provide for a compulsory quota of 40% of women in French companies, but rather for a representation of at least 40% of each gender (art. L. 225-18-1 C.com regarding the board of directors, L. 225-69-1 and L. 226-4-1 C.com regarding the supervisory board of a two-tier management structure). However, it is apparent from the preparatory works that specifically women are targeted. Some have expressed their regret regarding the 40% threshold and would have preferred a complete equality with a threshold of 50% . It is true that the initi...

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...nce reached 26.8% .
In addition to these progressive provisions there are provisions immediately applicable.

2 – Directly applicable measures
First of all, boards have the obligation to consider annually the company’s policy on professional equality between the sexes . Some MEPs would have preferred an obligation to achieve a fixed result (“Obligation de résultat”) rather than a simple obligation to consider the company’s policy annually.
Secondly, companies have a duty to “seek balanced representation of each sex on their boards” . While the legal committee of the ANSA considers this to be a general principle without any legal force, for others, the provision is imperative. Every time a company appoints a new director, it has the obligation to show that it fulfilled its obligation (“Obligation de moyen”) to seek a balanced representation of its board.

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