Role of the company: a report proposes to modify the civil code

Ⓒ AFP/Archives – FRED TANNEAU – | Role of the company: a report proposes to modify the civil code

A report submitted to the government Friday will propose to amend the civil code to introduce the concept of “own interest” of the company, beyond that of its shareholders, as well as a social and environmental dimension.

“We want to inscribe in marble the principle that the company is not only in the service of its shareholders but that it must be attentive to the social and environmental issues of its business,” the press president told reporters on Thursday. Jean-Dominique Senard, co-author of this text with the former head of the CFDT Nicole Notat.

Mrs Notat and Mr Senard, mandated by the executive to floor on “the company and the general interest”, auditioned during three months “more than 200 people (…) of any edge”, bosses, jurists, professional organizations and associations among others, said for its part the former boss of the central trade union.

“Many told us that there is an urgency to put the image of the company at the right level, considering that it was depreciated today,” remarked Mrs. Notat. And company executives also expressed, according to her, the desire to be “less subject to the very short-term practices of their shareholders”.

In this context, “it was important that the law is not offset from (…) the reality of things,” argued Mr. Senard, a champion of a “capitalism imbued with humanism”.

Among the notions that the co-authors propose to integrate into the civil code, written in the Napoleonic era, are the “social and environmental issues”, the “self-interest” of society, a major difference with that of the shareholders, and the “raison d’être” of the company, detailed Mr. Senard.

Thus article 1833 of the Code, stating that “every company must have a lawful object and be constituted in the common interest of the partners”. It would be amended as follows: “the society must be managed in its own interest, considering the social and environmental issues of its activity”.

It will be up to the boards to translate these provisions into the bylaws, said Ms. Notat. To do this, the report recommends to also make evolve the commercial code to introduce the “raison d’être” of the company.

This notion, “unusual in law”, acknowledged Mr. Senard, goes beyond the social object: “that’s what gives perspective” to the company and defines its strategy. For Ms. Notat, this is to allow the company to “design its action in the medium and long term”.

In addition, the authors propose, always in the idea of ​​taking into account the “long time”, to strengthen the presence of employees on the boards of directors, a claim of the CFDT.

Finally, they want to see the social and environmental criteria included in the calculation of the variable part of the compensation of company directors.

The 115-page report makes a total of ten proposals. It must be delivered Friday to the Ministers of the Economy Bruno Le Mayor, the Nicolas Hulot Ecological Transition and Labor Muriel Penicaud.

Although Senard and Notat expressed their optimism Thursday about the idea of ​​the government taking their tracks on their own, the grooming of the corporate purpose of companies is not unanimous. The president of Medef, Pierre Gattaz, has warned against the opening of a “Pandora’s box”.

Terms of service