Developing corporate governance principles for listed companies, covering transparency, responsibility and control.

AFEP and MEDEF, convinced of the need to promote high corporate governance standards to guarantee the correct operation of Boards of Directors and the quality of financial information, have developed governance standards for listed companies since 1995. Their convictions have been expressed in the corporate governance code of listed corporations, now known as the AFEP-MEDEF Code. The Code contains a set of recommendations to enable listed companies to improve their operations and management in complete transparency, meeting the expectations of investors and the public

The matter of Directors’ pay is currently a subject of great interest to the general public. Keen to provide a solution, the AFEP-MEDEF Code sets out the principles of remuneration, which are based on exacting performance criteria, associating the Director with the corporate risk, or a prohibition on any termination payment in the event of failure.

The AFEP-MEDEF Code is regularly updated and, since 2013, dialogue has been strengthened with the stakeholders (public authorities, shareholders’ associations, investors, proxy advisers, etc.) who are now consulted at each successive revision. The High Committee for Corporate Governance (HCGE) meanwhile is responsible for monitoring application of the principles set out in the Code: every year, it has recorded in its business report a “continuous improvement in companies’ compliance with the principles and good practices of the Code.”

As elsewhere, the Code is based on the “comply or explain” principle, allowing for flexibility and adaptability to a variety of situations, while ensuring that all the stakeholders are responsible for consideration of ethical concerns.

Odile de BrossesDirector of the Legal Department

Odile de Brosses holds a Master’s in Advanced Studies (DEA) in corporate law from the Université Panthéon-Assas and a CAPA (legal practitioner’s certificate), and worked as a lawyer at the Strasbourg and Hauts de Seine Bars from 1987 to 1997, before joining AFEP as Director of the Legal Department. In this role, she organises company director working groups to prepare AFEP’s positions on matters of corporate law and corporate governance, both nationally and at European level. The positions are then presented to the public authorities.

She has been involved in the successive developments of the AFEP/MEDEF Corporate Governance Code. She has also participated in various financial market working groups, in particular the AMF (French Financial Markets Authority). She is a member of the IFA Legal Committee and President of the EuropeanIssuers Policy Committee.

Odile de Brosses 43 59 85 25



High Committee of Corporate Governance