However the text did not far from it resolved all the issues

The order of December 8, 2008 was formalized in French law audit committees. This recognition is presented as one of the major requirements of corporate governance. However, the text did not, far from it, resolved all the issues. A stick to the text (fruit of the Community legislation), the "specialist Committee be" follow-up of issues relating to the development and control of accounting and financial information ". These are essentially three areas (the development of financial internal control and risk management; legal control of the accounts) that were already traditionally vested in practice to the audit committee, thus falling under the jurisdiction of the Special Committee (specialized banking committees assigned, on the other hand, more specific missions). However, if the order establishes the existence of this Committee and having the legal missions, she does not erect it, currently in separate social body of the Board of Directors. The specialized Committee is indeed an offshoot, devoid of any real autonomy, to the point that he is "under the exclusive and collective members responsibility" of the said Council. It should not decide; It controls and possibly can play an advisory role. The specialized Committee is thus introduced to assist the Board of Directors in the above areas of expertise. Thus, it must be understood that the specialized Committee assigned duties remain the competence of the Board of Directors, which cannot be considered as discharged from its earlier prerogatives.

Therefore, stagecoaches to actually perform remain vague, otherwise unclear. "Ensure the monitoring of the process of development of the financial information and the effectiveness of internal control and risk management systems" is indeed likely to encompass, in practice, very wide investigations, even though the specialized Committee does not sit permanently. Moreover, if the text provides a number of information must be relayed to him, so that it ensures its mission, the area of this obligation remains unclear. Therefore, if recommendations have already been issued by professional associations, requeries never fail to be made and listed companies, which must refer to a code of good conduct, will likely have to report.

Margin of manoeuvre

It is still the responsibility of the specialized Committee concern in practice, especially in view of the relaxation of the jurisprudence on the responsibility of the directors in financial information. The commercial court of Nanterre recently illustrated this trend by condemning both the President of the Board of Directors the Executive Director of a listed company to take their charge the compensation awarded to a former leader of the society. If the terms of the directive and the order seem to exclude the hypothesis of own responsibility of the Special Committee by linking it to the Board of Directors, some argue that the specialized committees, because the statutory missions assigned, should be responsible for their failures. Collectively Administrators could invoke not committed mistakes some of the members of the specialized Committee In addition, the role of the Board of Auditors, also raises, questions: the establishment of specialized committees may be an opportunity to review the margin of manoeuvre available to listeners to support the companies in internal control and monitoring of risks.

The specialized Committee crystallizes as governance issues, is known to the growing importance: facing Executive who heads the Board of Directors is both a support for it as a guarantor for the shareholders. The formalization of the illustrious specialized Committee in trough the desire to make the Council a point of equilibrium of governance, with at its side of the specialized committees.

It is in this context that a working group was established under the auspices of the Club of lawyers. Compound including academics, leaders and directors of listed companies, this working group is to object, but not both to formulate recommendations or recommendations, to a review of the practices of the boards of Directors and "expert committees", to identify the salient features and identify the fundamental principles for their functioning. It aims to define the principles that it would be desirable that any "Special Committee" follow, and to clarify the articulation of the missions of this Committee with the Board of Directors. The report of the Working Group is expected for the end of this month.