FRENCH CONTEXT

• IN FRANCE, WIDELY HELD CORPORATIONS are recommended to have at least half the Board as Independent Non-Executive directors; in other companies it is at least one third of the Board.

• The recommendations of the reports from Vienot (1999) and Bouton (2002) were consolidated into the AFEP and MEDEF report in 2003. Companies in the CAC40 generally follow these recommendations. On the contrary, many other quoted companies are not often in accord with the suggestions from Bouton. In particular, the real independence of "les administrateurs indépendants", the high number of Presidents who are also the CEO, and the number of cross-directorships.

• In general, companies in France are less willing than those countries which have taken the lead in implementing good Corporate Government practice to appoint Independent Directors, which is partly explained by the lower number of shareholders and the higher quantity of “noyaux durs”. In some cases the Board of Directors prefers to appoint “censeurs" as independent advisors to the Board or to individual directors.

• The above Codes, the “Code de Commerce” and the “Réglement de la Bourse” result in a comparatively high international Corporate Governance Rating for France, but one just below the U.K