One Friday evening in July, around midnight, in a sparse hemicycle, by a show of hands. This is how the amendment from Renaissance MP Alexandre Holroyd passed, creating a surprise. Small paragraph in the vast bill for green industry, it concerns the establishment of a mandatory “Say on Climate” (or climate resolution) for listed companies, and is not anecdotal to judge the standoff that is taking place behind the scenes today. This text aims to force boards of directors to develop a climate and sustainability strategy – the precise content of which would be determined by decree – then to submit it to shareholders at a general meeting every three years. In the meantime, annual milestones should also be voted on.
Risk of cacophony
Will the amendment complete its legislative journey? Voted in the National Assembly against the advice of the government and the rapporteur, it will be discussed, like the rest of the bill, from October 9, in a joint committee. Nothing is decided. Lobbyists, both supporters and opponents, work with parliamentarians to put forward their arguments. “The government sees a redundancy with a European directive providing for the publication of an energy transition plan. But it will have control over the decrees specifying what these sustainability reports must include, so that they are complementary, sweeps Alexandre Holroyd. As for the argument about the competitiveness of the Paris market, it doesn’t hold water either. It’s hard to see a company changing its listing because it has to publish a climate strategy!”
For its part, Afep – the French Association of Private Companies – certifies to L’Express that it is not opposed in principle. But this powerful employers’ lobby is worried about a risk of cacophony between the European rules currently being developed and a new obligation in France: “We cannot ask companies to apply a French standard at a time when States are negotiating a unified grammar at the European level, even as companies put in place reporting and publication procedures for 2025 based on 2024 data, confides a spokesperson. Wait for the implementation of these indicators and their certification by the auditors would provide a common basis for developing the climate strategy.
A confidential practice
The practice of Say on Climate emerged a few years ago, but it has remained confidential. The Forum for Responsible Investment (FIR), an association of stakeholders very involved in the subject, has identified 8 in France in 2023, presented by TotalEnergies, EDF and Icade. At the global level, the figure rises painfully to 26. The sample widens when we add the 179 green resolutions tabled by shareholder groups and urging management to get on track with decarbonization. “We participated in the submission of shareholder resolutions at TotalEnergies, Engie and Carrefour,” indicates Bertille Knuckey, ISR manager and head of shareholder engagement at Sycomore AM, member of the FIR. Convinced, the hypermarket giant adopted this resolution during the general meeting, where it obtained 93% of votes in favor. A little more than 30% of TotalEnergies shareholders voted for this climate resolution, competing with that presented by the group. As for Engie, 24% subscribed, or almost half of the capital outside the French State.
The Holroyd amendment would accelerate the movement, which targets all companies listed on the stock exchange. With what impact? “We do not yet have enough perspective to say whether these climate resolutions make it possible to reduce CO2 emissions,” says Aela Cozic, at asset manager Fidelity International. They encourage dialogue with boards of directors, which is positive, but there is not yet consensus on the parameters that must be voted on and the signal that the vote sends. The expert draws a parallel with Say on Pay, these resolutions allowing shareholders to approve or reject executive remuneration: “They have become widespread in many regions of the world, improving transparency in this area, but they do not “have not been able to slow down the race for executive remuneration, which is still rising sharply.” Skepticism also on the side of the big bosses: Afep recommends a simple presentation of the climate strategy in assembly, as all the CAC40 companies did this year, and maintains that the resolution is not the right tool to ensure change in business strategy.
“We need this information”
Conversely, Bertille Knuckey believes that bringing the issue of transition to the highest level of governance is essential: “When the subject must be voted on in a general assembly, it is obvious that management and presidents become more involved. The Pisani-Ferry/Mahfouz report estimates the financing need for decarbonization at an additional €66 billion per year by 2030. Private investments can fill this gap. For this, we need this information, with commitments credible and stronger on the part of companies.” At Candriam, another management company, the specialist on the subject Sophie Deleuze supports: “We invest in companies that we consider capable of leading a transition within the deadlines imposed on us by the climate emergency. But we need assurances: What is the real strategy behind it? Are the objectives, including short term, quantified? What are the investment plans, the technologies used, the associated operational costs? Today, we very rarely have access to this data, while investors themselves have objectives to decarbonize their portfolios.
Also in favor of the mandatory Say on Climate, the general director of Aéma Groupe (Macif, Abeille Assurances, etc.) would even like it to become binding in the event of a positive vote – the amendment only provides for a consultative vote. Presenting himself as an “activist investor” and with 200 billion euros in assets under management, Adrien Couret recalls that Aéma Groupe “voted against the TotalEnergies climate resolution, and made it known.” He also campaigns for the submission of resolutions by shareholders to be made easier, as in Anglo-Saxon countries. “Today, it is necessary to raise at least 0.5% of the capital for large companies, which is far from negligible. A lowering of this threshold to 0.25% would be desirable.” Others would be content with such a measure. “The Say on Climate is a very good thing but should we legislate? We must leave the initiative to companies, argues lawyer Jean de Calbiac. The most logical step would first be to facilitate the submission of resolutions” .
A few days after the presentation of the broad outlines of ecological planning, will the political atmosphere be more conducive to “green” progress than a few months ago, when Emmanuel Macron affirmed the need for a regulatory break? “We think that this obligation is positive for investors and for businesses,” insists Adrien Couret, “there is no ideology in what we wear.” For MP Alexandre Holroyd, the approach is transpartisan: “Political families who are very sensitive to the climate must be involved, those who are sensitive to the rights of small shareholders too.” The consensus, however, seems far from certain.