Following on from my previous article, which gave a historical overview of the concept of CSR, this article proposes to detail the national provisions relating to it. The lexicon and chronology present in the first article will be repeated at the end of the analysis.
Since the transposition on July 19, 2017 (by Ordinance No. 2017-1180) of Directive 2014/95/EU on the publication of non-financial information and information relating to diversity by certain large companies and certain groups, the so-called "Grenelle 2" system has disappeared and been replaced, for financial years beginning on or after September 1, 2017, by the system instituting a non-financial performance statement. From now on, it is no longer a matter of filling in a precise list of pre-established CSR information that is identical for all companies, but of a declaration that presents:

The business model
The main risks on non-financial themes
The policies and diligence implemented and their results
Key performance indicators

This new system is surrounded by new texts relating to related subjects: the law on the duty of care enacted on March 28, 2017 (summary of measures in the chronology at the bottom of this document), the Sapin II law, reform of the management report, etc. The combination of these new obligations represents a significant challenge for many companies, with sometimes joint presentation in their management report of the non-financial risks and due diligence measures they implement.
The Pact bill, presented to the Council of Ministers on June 18 of this year, contains various CSR provisions, a summary of which is presented in the chronology at the end of this article.
The main national provisions in application today dedicate two types of documents: the extra-financial performance declaration, the specificities of which we will detail below, and the report on corporate governance.

Scope of the non-financial performance declaration system

Entities concerned

The provisions of Ordinance No. 2017-1180 relating to the publication of non-financial information through the non-financial performance statement concern two sets of entities with more than 500 employees:

Listed and similar entities Listed entities: those whose securities are admitted to trading on a regulated market as well as other specific entities, whose revenues exceed 40 million euros or whose balance sheet total exceeds 20 million euros.
=>Listed entities: SAs, partnerships limited by shares, European companies (SEs) whose registered office is in France, SNCs whose shares belong to SAs, SCAs, SARLs, SASs or foreign companies with an identical legal form, finance companies, investment companies, parent companies of finance companies, financial holding companies of the SA, SCA, SARL or SAS type.
=>assimilated entities: credit institutions in the form of SA, SCA, SARL, or SAS, insurance and reinsurance companies in the form of SA.
Unlisted entities Unlisted entities: those whose securities are not admitted to trading on a regulated market but whose turnover or balance sheet total exceeds 100 million euros.

This concerns SA, SCA, SE and SNC, credit institutions not having the legal form of SA, SCA, SARL or SAS, finance companies, investment companies, parent companies of finance companies, financial holding companies, whatever their legal form, mutual insurance companies, agricultural cooperative companies, cooperative companies, provident institutions and their unions, mutual insurance companies and mutual insurance unions.

The information and obligations required are not the same for these two types of groups or entities.
Where a company prepares consolidated financial statements, it is subject to the same reporting requirements if all the companies included in its consolidation exceed the same thresholds.
Subsidiaries that exceed the above thresholds are exempt from reporting if their parent company meets the reporting requirements.

Entities outside the system

SASs and SARLs, except those that are credit institutions, or investment companies, parent entities of finance companies and financial holding companies that are listed or similar, SCSs, SCIs, GIEs, payment and electronic money institutions, EPAs and EPICs, associations and foundations.

Main changes compared to the "Grenelle II" CSR system

Exemption for certain entities that were concerned:

Thresholds have been added for listed companies. Many of these small and medium-sized companies are now outside the scheme.
Subsidiaries meeting the eligibility criteria are excluded from the scheme if their parent entity is itself eligible and regularly publishes a consolidated statement of non-financial performance.

Expansion to other entities :

The eligibility thresholds are now assessed at the level of the company's consolidated accounts, making the new provisions applicable to certain groups whose sole parent company does not exceed the thresholds.
PIEs (public interest entities: companies whose securities are subject to a regulated market, as well as banks and insurance companies).
To SNCs are if their shares are held by SA, SCA, SARL, SAS or foreign companies with a comparable legal form.

Rules for the publication of the extra-financial performance statement

The non-financial performance statement is attached to the management report, which is approved by the board of directors or the management board, if applicable.
Unlisted corporations and certain limited liability companies are no longer required to file their management report with the registries, but they must make it available on request.
The management report must be presented to the general meeting of shareholders held within a maximum of 6 months from the end of the financial year (if the company prepares consolidated accounts, the statement is published in the consolidated management report).
The statement must also be published on the entity's website within 8 months of the end of the financial year and remain available for a period of 5 years.
This new provision is applicable for fiscal years beginning on or after September 1, 2017.

Information to be published

General categories

The non-financial performance statement must indicate:

Information on how the company takes into account the social and environmental consequences of its activity and, for listed and similar entities, the effects of this activity on the respect of human rights and the fight against corruption.

Information about:

The consequences on climate change of society's activity and the use of the goods and services it produces
Its social commitments to sustainable development, the circular economy and the fight against food waste
Collective agreements concluded in the company and their impact on the company's economic performance and on employees' working conditions
Actions to fight discrimination and promote diversity.

The non-financial performance statement presents the company's business model as well as, for each of the four categories of information mentioned above :

A description of the principal risks(including risks created by its business relationships, products or services)
A description of the company's policies, including, if applicable, the due diligence procedures implemented to prevent, identify and mitigate the occurrence of risks
The results of these policies, including key performance indicators.

Where the company does not have a policy with respect to one or more of these risks, the statement shall include a clear and reasoned explanation of the reasons for this.

Details of the information to be provided

The declaration includes for all listed and non-listed companies corresponding to the above-mentioned thresholds:

From social informationThis information concerns employment (total workforce and breakdown of employees by gender, age and geographic area, new hires and layoffs, compensation and changes in compensation), work organization (organization of working hours, absenteeism), health and safety (health and safety conditions in the workplace, workplace accidents, particularly their frequency and severity, occupational illnesses), labor relations (organization of labor relations, particularly procedures for informing and consulting employees and negotiations with them, and the results of collective agreements, particularly in the area of health and safety), training (training policies implemented by the Group), and other information, including procedures for informing and consulting employees and negotiating with them, assessment of collective agreements, particularly in the area of health and safety at work), training (training policies, particularly in the area of environmental protection, total number of hours of training), and equal treatment (measures taken to promote equality between men and women, measures taken to promote the employment and integration of disabled persons, and anti-discrimination policy).
From environmental informationinformation on the company's environmental policy (organization of the company to take account of environmental issues and, where applicable, environmental assessment or certification procedures, resources devoted to the prevention of environmental risks and pollution, amount of provisions and guarantees for environmental risks, provided that this information is not likely to cause serious prejudice to the company in an ongoing dispute) pollution (measures to prevent, reduce or remedy discharges into the air, water and soil that have a serious impact on the environment, taking into account any form of pollution specific to an activity, in particular noise and light pollution), the circular economy, waste prevention and management (measures to prevent, recycle, reuse, other forms of waste recovery and elimination, actions to combat food waste), sustainable use of resources (water consumption and water supply according to local constraints, consumption of raw materials and measures taken to improve efficiency in their use, energy consumption, measures taken to improve energy efficiency and the use of renewable energy, land use) climate change (significant greenhouse gas emissions generated by the company's activities, in particular through the use of the goods and services it produces, measures taken to adapt to the consequences of climate change, voluntary medium- and long-term reduction targets set to reduce greenhouse gas emissions and the means implemented to this end), and biodiversity protection (measures taken to preserve or restore biodiversity).
From societal informationInformation on the company's social commitments in favor of sustainable development (impact of the company's activity on employment and local development, impact of the company's activity on the local population, relations with the company's stakeholders and the methods of dialogue with them, partnership or sponsorship actions) subcontracting and suppliers (consideration of social and environmental issues in the purchasing policy, consideration of social and environmental responsibility in relations with suppliers and subcontractors), fair practices (measures taken to protect consumer health and safety).

For listed companies as a whole, they are also required to disclose the impact of their activities on human rights and anti-corruption.
The information relating to the fight against corruption must indicate the actions taken to prevent corruption.
Information on actions in favor of human rights must ensure the promotion of and compliance with the stipulations of the fundamental conventions of the International Labor Organization (respect for freedom of association and the right to collective bargaining, elimination of discrimination in employment and occupation, elimination of forced or compulsory labor, effective abolition of child labor.

Controls and on-call duty

Companies with more than 500 employees and sales or balance sheet total of more than 100 million euros also have their declaration checked by an independent third-party organization.
This body is appointed by the CEO or the Chairman of the Management Board from among the accredited bodies.
When the information is published by a company whose balance sheet or net sales exceed 100 million euros and whose average number of permanent employees during the financial year exceeds 500 million euros, the report of the body shall include a reasoned opinion on the conformity of the declaration and the sincerity of the information provided, as well as the diligence implemented by the body to conduct its verification mission. (Article R225-105-2 II of the French Commercial Code).
When the management report does not include the above-mentioned non-financial information, any interested person may ask the president of the court ruling in summary proceedings to require the board of directors or the management board to communicate the information concerned.
The statutory auditor will produce a certificate of presence of the required non-financial performance statement.

Corporate Governance Report

The Order of July 19, 2017 also provides for the obligation to draw up a corporate governance report, specifically for SAs, when the balance sheet total, turnover or number of employees exceeds two of the following three thresholds: a balance sheet total of €20 million, a net turnover of €40 million, an average number of permanent employees of 250.
This report must include the following elements: a description of the diversity policy applied to the members of the board of directors with regard to criteria such as age, gender or professional qualifications and experience, as well as a description of the objectives of this policy, the methods of its implementation and the results obtained during the past financial year.
If the company does not apply such a policy, the report shall include an explanation of the reasons for this.
All of the provisions cited apply to reports for fiscal years beginning on or after September^1, 2017.

Lexicon

CSR: according to a definition given by the European Union in 2001 in a green paper, corporate social responsibility is a concept by which companies integrate social, environmental and economic concerns into their activities and in their interactions with their stakeholders, on a voluntary basis.
Diversity Charter: launched in October 2004, the Diversity Charter encourages companies to ensure the promotion of and respect for diversity in their workforce. By signing it, these companies commit to fighting against all forms of discrimination and to implementing an approach in favor of diversity.
Social climate: the level of satisfaction of people within a company.
Responsible communication: responsible communication integrates the principles of sustainable development in both the content and the form of a message, taking into account key notions such as ethics, transparency and legitimacy.
Sustainable development: development that meets the needs of the present without compromising the ability of future generations to meet theirs.
Circular economy: organization of economic and social activities using modes of production, consumption and exchange based on eco-design, repair, reuse and recycling, and aiming to reduce the resources used and the damage caused to the environment.
Energy efficiency: the ratio of what can be usefully recovered from the machine to what has been spent to operate it. This is known as efficiency ("what is of interest to us over what it costs"). Energy efficiency aims to increase this yield and therefore to decrease the initial costs in order to increase the yields and therefore spend a minimum of energy for the same process.
Renewable energies: energies whose consumption does not decrease and does not affect the resource on a human time scale.
SRI (Socially Responsible Investment): SRI is a form of investment that systematically aims to take into account extra-financial criteria related to the environment, social and governance (also known as ESG criteria), in short, it is the application of sustainable development principles to the financial sphere.
ISO 14000: the ISO 14000 series of standards refers to all standards concerning environmental management.
ISO 26000: the ISO 26000 standard concerns the social responsibility of organizations. It defines how organizations can and must contribute to sustainable development.
Environmental management: management method of an organization that takes into account the environmental impact of its activities, evaluates this impact and aims to reduce it.
Global Compact: a United Nations initiative launched in July 2000 to encourage companies around the world to adopt a socially responsible attitude by committing to integrate and promote principles relating to labor rights, human rights, sustainable development and the fight against corruption.
Energy performance: the amount of energy actually consumed or estimated in standardized use based on reference values.