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After Norway in 2003 and Spain and Iceland in 2007, France adopted gender quotas in boards. With the Copé Zimmermann law, voted on and implemented in January 2011, listed companies and non-listed companies with revenues or total of assets over 50 million euros or employing at least 500 persons for three consecutive years have to reach a minimum of 40% of each sex on boards within a six-year period, with an intermediary level of 20% in 2014. This example of hard law seems to have worked in the French context: after the General Assemblies of 2016, the 140 biggest listed companies (with a capitalisation of more than 1 billion euros) have an average of 36.7% of women on their board. Despite some criticisms about the legitimacy of quotas, and probably due to the existence of a compulsory regulation, no strong and structured hindering forces appeared as regards the increase of female representation on boards. In this chapter, we provide a general background of French companies’ corporate governance structure, and a discussion of the national policy. Along with figures on women representation, we also provide critical reflections on the case and a short reflection from Viviane Neiter, a French practitioner, director in several French listed companies.
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Volume 1: The Use of
Different Quota Regulations
Gender Diversity on French Boards:
Example of a Success from a Hard Law
Emmanuel Zenou, Isabelle Allemand,
and Bénédicte Brullebaut
In spite of recommendations given by governance codes, in France the
proportion of women on boards and in top management more generally
has remained low for decades. To bring about change, following the
examples of Norway in 2003 and Spain in 2007, France adopted gender
quotas on boards in 2011. The Copé Zimmermann law voted on and
implemented in January 2011 requires listed companies and non-listed
companies with revenues or total of assets over 50 million euros or
employing at least 500 persons for three consecutive years, to reach a
40% gender balance on boards by 2017, with an intermediary level of
20% in 2014. Following its announcement in 2010, Frances average
proportion of female directors on boards of CAC40 companies increased
from 10% to 15.4% during 2010 (AFEP-MEDEF 2010). After the
E. Zenou (*)I. Allemand B. Brullebaut
Burgundy School of Business, Dijon, France
103©The Author(s) 2017
C. Seierstad et al. (eds.), Gender Diversity in the Boardroom,
DOI 10.1007/978-3-319-56142-4_5
General Assemblies of 2016, the 140 biggest listed companies (those with
a capitalisation of more than 1 billion euros) have 36.7% of women on
their board (Baromètre de la Diversité).
This chapter will begin by offering a general background of Frances
economic and political system around this law, as well as a description of
the corporate governance structure in French companies. A discussion of
the national policy, as well as gures on women representation, are given
in a second section. The third section gives critical reections on the case
and the fourth section provides a short reection from a French practi-
tioner, female director in several French listed companies.
General Background of the Country
According to French National Institute of Statistics and Economic Studies
(INSEE) in 2015, the population of France was 64.4 million inhabitants
on a landmass of 552,000 km
. France is the fourth most populous
country in Europe, behind Russia, the United Kingdom and Germany.
It is also the third-largest country, after Russia and Ukraine. In addition,
France is one of the founding members of the European Union.
Characteristics of the Economic System
Labor Market and the Integration of Women in France
Women represent about 51% (INSEE 2016) of the population of France.
The latest comparative statistics from Eurostat (European Parliament
2015) show that women have a higher level of education than men
(32.8% are educated to graduate level as against 28%; the gap was similar
in 2008: 26.7% compared with 22.8%) and a lower unemployment rate
(9.6% versus 10.2%). Despite these good gures and a positive trend
since 2008, inequalities remain in many aspects: in employment rate,
part-time work, remuneration, segregation in occupation and also in the
presence of women in Parliaments and senior ministers (see Table 5.1).
The Global Gender Gap report 2016, published by the World Economic
104 E. Zenou et al.
Forum, ranks France in the 17th position over the 144 surveyed coun-
tries, with a 0.755 parity score.
France relies on several legislative texts and policy instruments to
implement its gender equality policies in various domains. As underlined
by a recent study carried out for the European Parliament (2015), gender
equality policies in France have been developed since the 1970s and today
they represent a consistent and comprehensive legal framework covering
almost several domains of social, political and economic life. France has a
long-standing tradition of legislating in favour of gender equality in the
domain of employment and professional life, with the rst legislation
dating from 1972 and the establishment of no less than 12 laws between
1972 and 2014.
Table 5.1 Statistics about women and men, in France and in European Union
Life expectancy in 2015
85.1 years 79 years
Unemployment rate of women or men over
15 years old in 2014
9.60% 10.20%
Employment rate for women or men aged
2064 in 2015
64.30% 66.20% 75.60%
Full time equivalent employment rate among
women or men aged 2064 in 2014
54.50% 59.10% 71.90%
Gender pay gap in 2013
16.30% 15.10%
Gender segregation in occupation, in 2014
24.40% 26.10%
Part of women or men in the single/lower
houses of the national/federal parliaments in
29% 26% 74%
Part of women or men among senior ministers
in national/federal governments in 2015
28% 48% 52%
Part of women or men aged from 15 to
67 graduated
28.40% 32.80% 28%
Report on Equality between women and men 2015 and Gender Equality Report:
Key ndings, European Commission 2015
Eurostat 01/07/2016
5 Gender Diversity on French Boards: Example of a Success from a... 105
More recently, the main legislative initiatives that appeared where on
the areas of, on the one hand, parity in politics and other decision-making
bodies, including a series of laws strengthening gender electoral quota
schemes which were adopted between 1999 and 2014. On the other
hand, gender-based violence with several important laws on sexual harass-
ment adopted in 2002, 2003 and 2012, and on sexual exploitation and
domestic violence between 2005 and 2010. To the contrary, media and
gender stereotypes have not yet been the target of similar legislative efforts,
so constitute an emerging domain.
The most important and recent development in gender equality policy
is probably the adoption of the Law on Real Gender Equalityin 2014,
which promotes an integrated and transversal approach to gender equal-
ity. Instead of previous gender equality legislation that had been passed
with specic laws for each policy domain, the 2014 Law aims at embrac-
ing all spheres of social life and various elds of gender equality policy
simultaneously, with 77 dispositions.
Other Characteristics of the Economic System
The economic system in France has several distinct characteristics. First,
the government had a long-standing inuence on rms, as the main
shareholder of many of the biggest companies. Even if this inuence has
been decreasing since 1987, with several waves of privatisation, during
which big companies and nancial companies took the place of the
government, followed by foreign investors, it is still consistent today
(Vie Publique 2016). Second France is well known for its elitist world
based on prestigious education (Ecole Nationale de lAdministration,
engineers schools: Mines, Ponts, Centrale, ENSAE, Télécoms..., and
business schools: HEC, ESSEC, ESCP and INSEAD) (Burt et al. 2000).
People graduated from these schools run the biggest French rms and
accumulate directorships in large public and private rms (Bertrand et al.
2004; Zenou et al. 2012). Most of them had worked in ministries for
several years. And, thirdly, France is characterised by the predominance of
family-owned companies, even among the 650 publicly listed companies:
70% of them are family rms (Sraer and Thesmar 2007).
106 E. Zenou et al.
France is facing a paradoxical situation. On the one hand, in view of the
increasing proportion of foreign investors in French companies (in 2014
46.7% of CAC40 rms are owned by foreign investors) (Banque de
France 2015), the country evolves towards Anglo-Saxon governance,
with sanctions decided by the market. Since no gender quotas for boards
haves been voted for in the USA or the UK, this may not be in favour of
more women on French boards. On the other side, the heavy role played
by stakeholders (inuence of unions and committees, role played by
employees in new regulations (NRE Law), awareness of sustainable devel-
opment, increase of corporate social responsibility) has a strong inuence
on rmsgovernance and brings specic constraints to managers, creating
other disciplinary mechanisms. This second point probably makes
womens access to boards easier since CSR promotes fairness and equality
among people, including for gender criteria.
The French Corporate Governance System
French rms can choose between two forms of governance: a two-tier
system with two separated actorsthe executive board and the supervi-
sory boardor a one-tier system with a Chief Executive Ofcer (CEO)
and a board of directors, in which the CEO and the chair might be the
same person. This last situation is common in France: 65% of rms have a
one-tier system. The Copé Zimmermann law applies to both systems. For
the two-tier system, it is the supervisory board that has to comply with the
Copé Zimmermann law.
The Dominant System Is a One-Tier System: A CEO
with a Board
Article L225-17 of the French Commercial Code provides that the board
of directors must be made up of a minimum of three members and a
maximum of 18, excluding all the directors representing the employees.
In France, two types of directors elected by the employees coexist, both
have the right to vote. First, according to the French law voted in on
5 Gender Diversity on French Boards: Example of a Success from a... 107
14 June 2013 (Law on Securing Employment no. 2013-504), in rms
with more than 5000 employees in France or 10,000 in the world, two
board members representing the employees have to be elected or
appointed if the boardroom is over 12 members, and one otherwise.
These board members are not taken into account for the ratio of 40%
women on boards introduced by the Copé Zimmerman law. Secondly, if
the employee shareholders represent more than 3% of the share capital of
the rm, they have to elect a board member among them according
Article 225-23 of the French Commercial Code. This member represents
the employee shareholders but he is not an employee representative. This
board member is taken into account for the ratio of 40%.
Board members are elected by the shareholders during the general
meeting, for a period laid down in the statutes, of at least two years and
not exceeding six years. They can be re-elected and can be dismissed
preterm by shareholders, during any ordinary shareholdersmeeting. The
chairperson is chosen among board members, without any specic
requirements, and this nomination is submitted to the vote of share-
holders during general meeting.
The organisation of boardrooms usually consists of committees, such as
audit committee, nomination committee or any other committee that
may be useful or considered relevant. In 2008, article L. 823-19 of the
Commercial Code made it mandatory to establish, in entities whose
securities are listed on a regulated market, an audit committee: this
committee, acting exclusively under the joint responsibility of the mem-
bers of the board or the supervisory board, has to monitor issues relating
to the preparation or review of accounting and nancial information. The
French legislation does not require the setting up of other committees.
The board of directors is involved in the denition of the strategy and
monitors its implementation. It has the broadest powers to act in any
circumstances in the rms name and has to monitor and supervise the
CEOs actions/decisions. The number of meetings to be held by the
board of directors is not governed by any regulations.
The CEO is chosen by the board members. He/she may or may not be a
member of the boardand may indeed be the chairman. The duration of
the term is dened in the statutes of the rm and it is possible to be
re-elected. The CEO can be dismissed at any time by the board of
directors. The CEO has the widest powers to act in all circumstances in
108 E. Zenou et al.
the name of the company, within the limits of the corporate purpose or
subject to the power that the law expressly give to the general meeting or to
the board. He/she shall represent the company with regard to third parties.
The Two-Tier System, with a Supervisory Board
and an Executive Board
In the one-tier system the rules relating to the supervisory board are often
the same as the rules for the board of directors. Nevertheless, some
differences exist. Members of the supervisory and the executive board
cannot be the same and each organ has a chair, to be appointed by the
members of each board. The main duty of the supervisory board is to
monitor and supervise the executive board. The main difference with the
board of directors is that the supervisory board is not involved in the
denition of the strategy. A minimum of four meetings per year is set in
the lawwhich recommends a total of eight should be held.
The supervisory board appoints the executive board, with at least two
and no more than ve members. In the law, the duration of the term of
ofce is four years, but the statute of the rm can dene a ny duration
between two and six years. The executive board member can be dismissed
by the shareholders or by the supervisory board if mentioned in the
statutes. A chair is elected among the members of the executive board.
With the exception of powers expressly assigned to general meetings of
shareholders and to the supervisory board, the executive board is vested
with the more comprehensive power to act in all circumstances in the
name of the Company. Even though women have entered boards (see
Fig. 5.1), few of them are chairwomen. In 2014, only 6% of board chairs
were held by women in the largest French companies (European Com-
mission 2014).
Board Nomination
Board nominations are less professionalised than is the case in Anglo-
Saxon countries. Indeed, the inuence of networks is very strong (Zenou
5 Gender Diversity on French Boards: Example of a Success from a... 109
et al. 2012), as French directors have strong interlocking links between
boards (Yeo et al. 2003), and a strong inuence of elites and prestige
schools (Kadushin 1995; Allemand and Schatt 2010), in the explanation
and origin of board membership. As Burt et al. (2000) highlight, the usual
image of French business is the one of dense elite networks organised
around several state-owned rms, and graduation from the most presti-
gious schools (Polytechnique, Ponts, Mines, Centrale, Telecoms,
ENSAE, Ecole Nationale de lAdministration (ENA), or HEC are
among the most famous ones). Kadushin (1995) has analysed the cohe-
sion of the French nancial elite, showing that the main predictor of a
friendship between two people from this elite is that both had graduated
from ENA. Pichard-Stamford (2000) notices that French corporate gov-
ernance is characterised by a high density of interlocking ties between
boards, higher, in particular, than occurs in its European neighbours such
as Germany and the UK. Even if French Corporate Governance Codes
such as the Viénot Report (1999) and the Bouton Report (2002) advocated
for signicant improvements with regard to board nominations, practices
change relatively slowly. In companies, internal rules for board selection
2011 2012 2013 2014 2015 2016
22.9% 24.6%
Women on boards in France
CAC40 Big Caps Middle Caps
Fig. 5.1 Evolution of women representation on boards in CAC40, big caps and
middle caps, from 2011 to 2016
110 E. Zenou et al.
Table 5.2 Summary comparison of both board systems
One-tier system Two-tier system
CEO (one person) Management/executive board
(25 members)
He can be a board member or
not, and even the chairman of
the board of directors
None of the members can be a
member of the supervisory
Chairman Not relevant A chairman is elected among
the management boardNo
specic requirement
Appointment He is chosen by the board
members and can be
dismissed at any time
Each member is appointed by
the supervisory board
Tenure In the statutes 4 years according the law or
26 years in the statutes
Renewal of
Yes Yes
Termination The CEO can be dismissed at any
time by the board of directors
Each member can be dismissed
by the shareholders or by the
supervisory board if written
in the statutes
Role/mission The CEO is vested with the more
comprehensive power to act
in all circumstances in the
name of the company (article
L 225-56-1 al. 1 Code de
The executive board is vested
with the more comprehen-
sive power to act in all cir-
cumstances in the name of
the company
Board of directors Supervisory board
Members 318 members 318 members
þEmployees representatives
(shareholder or not) (deliber-
ative vote)
þEmployees representatives
(shareholder or not) (advisory
Chairman A chairman is chosen among
the board membersNo spe-
cic requirements
A chairman is elected among
the supervisory boardNo
specic requirements
Tenure Tenure: 26 years, written in
the statutes
Tenure: written in the statutes,
with a maximum of 6 years
Elected by Each member is elected by the
Each member is elected by the
Re election Yes, by the shareholders Yes, by the shareholders
Termination Each member can be dismissed
by the shareholders
Each member can be dismissed
by the shareholders
(continued )
5 Gender Diversity on French Boards: Example of a Success from a... 111
are homogeneous and specify, as previously explained, that the general
meeting of shareholders appoints the directors (either in a supervisory
board or board of directors), possibly on a proposal from the nominating
committee. In turn, when there is a nominating committee, the latter is
proposed by the board. The same administrators can be presidents in
other rms, thus the dense network of board interlocks plays a signicant
role in board nomination (Table 5.2).
National Public Policy Regarding Women
on Boards
Corporate Governance Codes
Governance codes have been developed through a private initiative
supported by the Association Française des Entreprises Privées (AFEP)
Table 5.2 (continued)
One-tier system Two-tier system
Role/mission The board in involved in the
denition of the strategy and ,
monitors its implementation
The supervisory board is not
involved in the denition of
the strategy
The board has the broadest
power to act in the Firms
The board has to monitor and
supervise the CEOs actions/
He has to monitor and super-
vise the management board
Meetings No regulation for the number
of meeting: a minimum of
eight are recommended by
the main governance code
At least four meeting per year
regarding the commercial
code (Article L225-68 )
Women/men At least, 40% of each gender At least, 40% of each gender
Employees representative are
not taken into account for the
ratio of 40%
Employees representative are
not taken into account for
the ratio of 40%
Committees An audit committee is compul-
sory for the listed companies
An audit committee is compul-
sory for the listed companies
112 E. Zenou et al.
and by the Mouvement des Entreprises de France (MEDEF)the French
equivalent of the Confederation of British Industry for UK. MEDEF has
700,000 rms that are members. Adhering companies decided to dene
more precisely many good principles of governance, to live up to public
and investorsexpectations. The rst recommendations in governance
appeared in 1995 with the Viénot I report, and they have been completed
in the following years (the Viénot II report in 1999; the Bouton report in
2002; and the recommendations AFEP-MEDEF in 2007 and 2008), but
without mentioning the representation of women and men in board-
rooms or promoting diversity. The rst recommendations appear in 2010,
in the code AFEP MEDEF,
and indicates that each board must consider
the expected balance of its composition [...], in particular in the repre-
sentation between women and men [...]. To reach this balance, the goal
is for each board to reach and maintain at least 20% of women within
three years and at least 40% of women within six years.
Since the recommendations suggesting an increase in the number of
women on the board of directors in the governance code are relatively
recent, the percentage of women remained low and the situation did not
change for several years. France was one of the bad students of Europe,
with only 11.95% of women in the boards of big rms (European PWN
2010). This gure leaves the country well behind leading countries such
as Norway (37.9%), Sweden (27%) and Finland (20%) (European PWN
The French government has been promoting actions for professional
equality for some years. The rst law requiring equality between men and
women at work was adopted in 1983 (Roudy Law) and this law was
reinforced in 2001 with the law Génisson. These laws promote equal
access to work (appointment, training, career advancement, work condi-
tions and wages) for men and women, but nothing was said concerning
boards or managing bodies.
However, the feminisation of management and governance bodies was
still considered as particularly low by many business actors and by society.
5 Gender Diversity on French Boards: Example of a Success from a... 113
In order to enhance the government actions promoting professional
equality among leaders, several deputies, led by Marie-Jo Zimmermann,
the president of the Gender Equality Commission at French National
Assembly, proposed a draft of law on gender equality on boards in
December 2009, requiring 50% of women on boards ve years later.
The National Assembly modied the rate to 40% and the maturity to six
years. This law was adopted and implemented in 2011. Marie-Jo Zim-
mermann had already proposed a similar legal text in 2006 that was
refused by the Institutional Council.
This law, called Copé Zimmermann, applies to all listed companies and
non-listed companies with revenues or total assets over 50 million euros,
or employing at least 500 persons for three consecutive years. It requires
these companies to reach at least 40% of women in their board of
directors by 2017, with a rst step of 20% by 2014. However, the law
only applies to non-executive directorship positions, and while the female
proportion of non-executive directors in France is well above the EU-28
average, the proportion of female executive directors is below the EU-28
average (European Womens Lobby 2014).
In case of non-compliance with the law, the appointments of directors
shall be considered as null and void. Moreover, failure to comply with the
law will lead to the non-payment of the board attendance fees to the board
Diversity Figures Before and After the Regulation
Evolution of Board Gender Diversity in the Biggest French
Companies: The CAC40
Most studies focus on the largest listed companies and, in particular, the
CAC40 companies (40 highest market capitalisations). The study from
the Ministère des Familles, de lEnfance et des Droits des Femmes
indicates (2010, p. 23) that the percentage of female board members in
these companies increased from 8% in 2006, and 10.5% in 2009 to
15.3% in 2010. According to the European Commission, the represen-
tation of female directors in CAC40 companies reached 34.1% in 2015,
114 E. Zenou et al.
placing France third in Europe in terms of the proportion of women on
boards of the biggest listed rms in 2015, after Iceland (OMX10) and
Norway (OBX38).
Listed Companies and Diversity
The CAC40 is not representative of all French rms. Since the Copé
Zimmermann law also applies to smaller rms (the criteria are more than
50 million euros of assets or more than 500 employees), it seems inter-
esting to study a larger sample of rms. Statistics from the Baromètre de la
Diversité dans les Conseils dAdministration (Burgundy School of Busi-
ness 2016) are available on Big Caps (those with more than 1 billion euros
of capitalisation) and Middle Caps (capitalisation of between 150 million
and 1 billion euros) since 2011. This accounts for around 250 companies.
As shown in Fig. 5.1, the proportion of women on board has doubled
in the largest French companies between 2011, the year in which the
Copé Zimmermann law was passed, and 2016. In middle caps, even if the
level of gender diversity is lower, it has also doubled since 2011 and
reached 30.4% in 2016. During all the period, we see a relationship
between the size of the company and the representation of women on
boards. Biggest rms are more exposed to the pressure of media, which
leads them to comply with societal standards (Allemand et al. 2016).
The educational and the professional backgrounds of new women
directors are similar to mens ones in the big caps (Allemand and
Brullebaut 2014). No signicant differences can be observed among the
new appointees in terms of age, education (number of years of studies,
alumni of elitist schools) and several kinds of experiences (experience as
CEO, international experience). Differences consist in nationality (more
women directors are foreigners) and independence (women are more
independent than men in percentage).
5 Gender Diversity on French Boards: Example of a Success from a... 115
Enabling and Hindering Forces
For private companies, the recommendations published by employers
networks (AFEP MEDEF Code) before the publication of the law were a
main driver for pushing the issue of gender diversity on boards. In this
respect, these recommendations pushed for gender diversity on boards
more signicantly than unions or syndicates, which were more focused on
securing gender equality in wages than on their representation in decision-
making bodies. Unions themselves show a very low representation of
women in their executive boards (Damge 2015).
In the case of France, the increase of female representation was signif-
icantly pushed by a hard law, so this implementation did not have to face
real opponents. Of course, as many other European countries French
boardrooms were dominated by old boysnetworkusually described,
which means that they traditionally were choosing male administrators as
a usual norm, even though they were not declared opponent to this law.
French companies had to comply with the law, even though some
criticisms had been made on the legitimacy of quotas (as outlined in the
next section). The existence of a strong compulsory regulation cancelled
any strong and structured hindering forces or groups that could be
opponents to the increase of female representation on boards. In the
public sector, several agencies and institutions controlled and published
annual reports on the proportion of women on boards of public compa-
nies, and companies in which the state participates. They also checked for
classical circumvention strategies such as lowering the number of board
members to increase statistically the proportion of women (Damge 2015).
As regards private companies, the application of these standards about
female representation on boards was controlled by private structures, such
as consulting companies or rating agencies, or by order of the government.
This law pushed companies to renew their board composition, and
select new proles, which needed also to be able to detect women proles
and make them visible. This is why the development of many women
networks was also a useful factor to accompany the law and help its
implementation. Networks such as Fédération des Femmes
Administrateurs (
116 E. Zenou et al.
or Femmes Chefs dEntreprise ( helped
women to share experiences and visions about their role as board mem-
bers. Indeed, the law about gender diversity on boards needed also to
change the sources by which women proles could be identied. The
traditional recruitment and inuence networks were not entirely adequate
to dene new proles to select on boards, and those networks also
contributed to add more professionalisation and structure to proles
specications expected by companies. Public institutions and bodies also
encourage training approaches, and many training programmes emerged
in French Grandes Ecoles, universities or professional networks, such as
Women Be European Board Ready by ESSEC Business School, and
programmes proposed by the Institut Français des Administrateurs
(IFAFrench Institute of Directors; These
programmes are intended to help participants stay at the highest level of
skills in the exercise of their mandate. They include operational training
and experience sharing on best practices of governance, in particular in
complex and international environments. In this perspective, they had a
role in promoting the law and making it more operational for companies
and potential female administrators.
Critical Reection on the Case
Statistics show that French rms have decided to enforce the law, and that
most of them are even ahead of the compulsory gender diversity schedule.
Big capsresponse to the quota law was immediate and diversity increased
each year by ve points since 2011. During the period 20112016, the
same proportion of male and female candidates has been appointed on
boards of largest companies (Burgundy School of Business 2016),
reecting a signicant change about gender in hiring practices, which
were mostly directed towards men before the law. Other appointment
criteria did not change, as shown in Allemand and Brullebauts(2014)
study: selection is as rigorous for women than for men in terms of
education and experience.
However, some complaints exist from companies. Firstly, to reach the
high compulsory level of the law, companies give priority to womens
5 Gender Diversity on French Boards: Example of a Success from a... 117
appointment (as previously stated, half of the new directors are women,
which was not the case previously: see Burgundy School of Business
(2016), for more gures), with two consequences. Some relevant male
directors are not renewed at the term of their ofce, in order to make way
for women, and male candidates are far less likely to obtain a mandate,
whatever their skills and expertise are. Secondly, as expressed by Caroline
Weber (2012), the CEO of Middlenextthe independent French asso-
ciation representing listed SMEs and midcaps, the drawbacks of quota
laws are their inability to take into account rmsspecicities. For
example, in some specic industries, other skills and competencies may
be more relevant than gender. In the automotive industry, for example,
engineers are required on boards and this criterion is stronger than gender
(a female engineer can be appointed but for her technical skills rather than
simply because she is a woman). For Caroline Weber, rms should be
differentiated by size or by types of shareholders when laws are decided in
order to adapt legal documents to their specicities, with achievable goals.
She states that big rms and small rms do not have the same governance
issues and constraints. Still, as expressed by Agnès Touraine, President of
IFA (French Institute of Directors): Quotas are never a victory and
should not be the solution. However, they are the only option when
there are no signs of a willingness to change the current situation. Despite
our preference for soft law,we have to recognise that regulation can
speed up progress(Deloitte 2015).
Opponents to quota laws argue that compulsory levels of women on
boards force companies to appoint directors based on their gender and not
on their skills and what they can bring to the board. Some studies indicate
that quota laws would lead to a reduction in the level of board human
capital (Ahern and Dittmar 2012). However, the comparative study of
Allemand et al. (2016) concerning France (quota law on women on
boards) and Canada (comply or explain concerning diversity) concludes
that hard laws lead to higher and quicker women representation on
boards, and that French rms manage to nd female candidates meeting
usual selection criteria (experience as CEO, experience of other boards,
international and nance experiences, and elitist education).
Thanks to the Copé Zimmermann law, by 2016 86% of French boards
have three or more female directors. According to Torchia et al. (2011),
118 E. Zenou et al.
using critical mass theory of Granovetter (1978), a minimum number of
women is necessary to be able to see gender diversity effects on the
organisation. This means that in future years, researchers will be able to
test more efciently the relationship between board diversity and rm
performance, and more generally speaking, to study the inuence of
women representation on boards (decision making, supervision, etc.).
Reections of an Actor
Viviane Neiter
Interview to Viviane Neiter, board member of ve French listed compa-
nies (Iceram, Plant Advanced Technologies, Prodware, Spir, Vêt Affaires)
and member of Governance Professionals of Canada (GPC).
Gender diversity, generally thought of as gender balancebetween
male/female, has become an important topic on boards since 2010. Before
that, boards were old boys clubsand the matter was not really debated.
The promulgation of the Copé Zimmermann Act has been an opportu-
nity to lead the way into a new way of thinking. Of course, it caused some
initial trepidation, because it was left to hard law. Several professional
organisations, like MEDEF (The MEDEF Mouvement des Entreprises
de Franceis the French equivalent of the Confederation of British
Industry in UKMEDEF has 700,000 rms that are members), should
have initially preferred soft lawin the form of best practices,orsoft
law. But the gures spoke for themselves: women found slow progress in
the increase of their peers on boards. It was true that very few women
reached the highest positions as executive heads of organisations. Even
today, progress in this direction remains relatively marginal in comparison
to the large number of qualied women in the labour market. Indeed, it
necessitated a real paradigm shift for the companies. Fortunately, the
acknowledgement and the lobbying of a long-term work and undertaking
have deeply changed the mindset, the attitude and the culture. They have
raised awareness among both companies and executives, too. Everyone
who is honest is aware of the invaluable contribution to debates of women
5 Gender Diversity on French Boards: Example of a Success from a... 119
whose life experience and meaningful inputs give them a different
I observe that women on boards offer complementary points of view
(not necessary approaches opposed to competing perspectives) on several
topics that prove worthy of their consideration. Take the example of
succession planning, mergers and acquisitions, human resources, sustain-
ability, long-term issues and challenges of organising, role of social medias
... They help deal with the global challenges facing us, such as tackling
climate change. So, every board member is enriched after having listened
to the different ideas. Women dare to ask questions about sensitive aspects
and that is very useful for decision-making. Nevertheless, the mix means a
constant exchange and the understanding of male codes. It takes much
time, but that is the solution to make our demands heard. Sure, only one
woman on board appears to have less direct inuence over things. When
two or three women serve as board members it is easier to master male
codes; its a way to rise through the ranks. At a deeper level, it may be
necessary to transform masculine norms and practices that encourage old
men to out their responsibilities. Do not forget, one of the objectives of a
board is to ensure the long-term existence of the company and to create
value not only for shareholders, but also for stakeholders. So we can create
an ecosystem in favour of innovation.
Another point is that the greater presence of women on boards has
professionalised the recruitment of board members. We have intense
discussions about the best way to capture diversity prole that meets the
particular needs of the board and to identify the skill and experience set
necessary for the board at that particular time. They are focused on
sourcing qualied candidates, and the recruitment is increasingly based
on merit and expected contribution, while the diversity prole is a factor.
Is there a correlation between nancial performance and gender balance
or is there a correlation between nancial performance and board diver-
sity? That is a question!
Trends towards the notion of greater diversity can be seen on French
boards; it promotes independence of thoughts and improves board effec-
tiveness through different perspectives and knowledge. They can be
summarised in four words: male, frail, pale and stale. Understanding
that each individual, each human is unique and recognising that diverse
individuals bring different perspectives, I observe more respect and
120 E. Zenou et al.
appreciation of differences. However, it also needs inclusion that demon-
strates acceptance of differences and involves creating a sense of belonging
of all. Diversity without inclusion ignores unique perspective and adds
very little, if any, value.
What about diversity policy? Boards have to consider other types like
competency, ability and whether the boards diversity reects the diversity
of the market the company operates within. Canadian people consider
overall diversity and inclusion, age, geographic concentration, urban/rural
balance and disabilities, culture and sexual orientation. In Canada, gender
may include gender identication (gay, bisexual, lesbian or transsexual).
In France, thats a taboo subject on board.
Finally, it must be noted that women didnt dare to be on boards. So
for me, interactive workshops are necessary. The goal is to empower
women to be more condent to lead and serve on boards and foster the
opportunity to network from each other in small groups setting with other
like-minded women. These workshops help women gain insights and
learn about the skills they need to prepare for board opportunities and
must be facilitated by corporate directors. Three words: Connect, pro-
mote and empower women.
For me, challenges are the denition of diversity, determining which
types of diversity are more important, at a given point in time for
improving board effectiveness, and determining appropriate initiatives
and measures. Moreover, senior executives are not so diverse. Can you
have diversity of thought without diversity and inclusion? Does diversity
of gender create diversity of thought?
To conclude, a law is necessary to make things change. Women bring
new ideas to the boards and the search for women candidates contributes
to improving board recruitment process. However womens mind needs
to be changed to better convince them to become board members, women
should be more connected, promoted and empowered.
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... As such, women in top positions are more likely to ask challenging questions, provide new perspectives and address their doubts about the particular matter. As also mentioned by the authors Zenou, Allemand, & Brullebaut (2017), women at the board do not hesitate to address sensitive topics. Nevertheless, having more than one woman at the board is essential as they may together improve in decoding male colleagues' decision-making 'codes'. ...
... Economist (The Economist, 2018) challenges the data interpretation and the timing of the studies that show that women's higher representation is indeed supporting the decision-making. Accordingly, the data shows that it is developing the process of the decision making (Zenou et al., 2017) but there is no evidence and studies about the quality of decisions. It does not mean that heterogeneous teams are worse in decision making, only that it is hard to prove that having more women affects the essence of team decisions itself. ...
... Another evidence to take into account is connected to other data suggesting that the more women are present at the board the more it will encourage other female employees to grow in career without negative expectations (Zenou et al., 2017). ...
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The purpose of the study is to analyse and uncover non-discriminatory (other than societal stereotyping or bias) factors that are affecting the inequality of women’s career and to suggest implications from the HR’s perspective to ensure equality of career outcomes. Among main objectives are increased awareness around multiple factors of leadership gender inequality, and deeper understanding of work related gender specifications. With these findings, future researchers may select a singular variable to study in depth and with targeted interview process; practitioners to use this knowledge in effective utilization of strengths and transformation of weaknesses to the competitive advantage of their organisation. Research methodology is deductive/inductive with semi-structured cross sectional interviews with women employees of age 25-45 and high career goals. An empirical part is supported by comprehensive literature review on equality and aspects negatively affecting it. The pre-defined categories of our data collection are built from 3 main levels of influence – individual, organizational and private, and include: Career Orientation, Value, Traits, Job Satisfaction, Working Pre-Conditions, Social Context, Household Organisation and External Support Systems. Data collection is followed by a framework analysis with thematic coding and 2 additional categories – under/above 30 years old. Among key confirmed factors of career stagnation are career/family dilemma, prioritization of life balance over aggressive competition, value system conflicts (particularly for those in male dominated teams), lack of supervision and mentorship. Individual factors include different career choices, goals, focus at better results over organizational politics and competition due to deviating values (integrity, ethics, supportive social environment, family), aspirations (life balance, self-fulfillment, positive work experiences) and traits (conflict avoidance, lack of confidence and assertiveness). Among other reasons, the study identified weak diversity initiatives, negative perception of working mothers by businesses, high costs of family care services, and lack of awareness around the challenges women experience daily. Despite high motivation, women feel overwhelmed engaging fully in both family and career roles, and with time choose family over leadership role.
... French regulation is stricter, requiring the boards of listed companies to have 40% of their seats occupied by women (Bohren and Str€ om, 2010). After the enforcement of the quota regulation, France was one of the countries in the European Union with the highest percentage of women on corporate boards (Zenou et al., 2017). These three countries have common features in terms of the ownership concentration and governance of companies (Hall and Soskice, 2001) and the legal system (La Porta et al., 1999). ...
... The quota law in France proxies the case of balanced groups. The largest French companies must reach the threshold of 40% of female directors on their corporate boards (Zenou et al., 2017). In this case, the law is well-enforced since in cases of non-compliance, sanctions range from the non-payment of individual board member's remuneration to the annulment of director appointments. ...
Purpose- This paper examines the relationship between women on boards and board monitoring tasks depending on group categories identified in the Kanter's theory. Design/methodology/approach - Using a sample of the largest listed companies in Spain, Italy and France during the period 2007-2017, this study tests the effect of women's presence based on the following board categories: (1) skewed boards with a percentage of women that is less than 20%; (2) tilted boards with a percentage of women that ranges from 20% to 33%; (3) tilted boards with a percentage of women that is more than 33%; and (4) balanced boards with an equal or quasi-equal gender distribution. We use the case of the gender board quota regulation in different European Union countries. Findings- The results suggest that tilted boards engage in stronger firm monitoring and that the effect of women on board monitoring tasks is positive and statistically significant when the percentage of female directors reaches the threshold of 33%. Practical implications- The outcomes of this study help policy makers identify the minimum threshold that quota regulations should mandate in order for boards to be effective. Originality/value- This paper moves forward the ongoing debate about the effect of women on corporate boards, shifting the focus from the ratio or presence of female directors to the size of the group they form within the board. To the best of our knowledge, this is the first study to test Kanter's theory by investigating the relationship between women on boards and board monitoring.
... Before this significant change, France had already adopted an enabling approach in 2010, requiring companies to count at least 20% of women on their boards within three years and 40% within six years. According to Zenou et al. (2017), "thanks to the Copé Zimmermann law, by 2016, 86% of French boards have three or more female directors." (pp. ...
We investigate the impact of corporate board gender diversity on financial performance as proxied by Tobin's Q by using three different proxies for board diversity. At the same time, we control for company-specific characteristics such as leverage, return on assets and board size. Our panel data set consists of 71 French listed companies from 2014 to 2019. The evidence is inconclusive, suggesting that the companies with boards comprising at least 40% women do not present significantly superior performance to other companies. However, we should note that French firms had already a relatively high share of women on their corporate boards during the period considered, which to some extent lends support to the Cop -Zimmermann Act.
... Moreover, the automotive industry is interesting from at least three points of view. First, the automotive sector is a typically masculine industry, where women have traditionally been less present, which is also true for the construction, manufacturing, mining and engineering sectors, as opposed to services or luxury goods (Arena et al., 2015;Galia et al., 2017;Zenou et al., 2017;Serfati and Sauviat, 2019). Second, the automotive sector is an aged and mature industry because, although it has been partially forced toward a renewal by Industry 4.0 and by the challenges of electric powertrains (Muniz et al., 2019;Clarke and Piterou, 2019), its main technological pillar remains the internal combustion engine (Vervaeke and Calabrese, 2015;Alochet and Midler, 2019;Lasmar et al., 2019). ...
Purpose This study aims to contribute to the debate on the relationship between board diversity and performance, a hot topic for scholars and shareholders. A number of studies have found contrasting impacts of board diversity on firm performance and this paper adds new and original evidence in the context of the automotive supply chain focusing on gender, age and nationality diversity. Design/methodology/approach The authors propose a triple stage empirical analysis. First, the authors use linear models according to different performance indexes for investigating diversity (gender, age and nationality) within the board of directors and executives. Second, the authors investigate the issue of diversity in different contexts such as position in the supply chain, nationality of the owner and family/corporate ownership. Finally, the authors use non-linear models to find a better combination of diversity in terms of gender and nationality for retrieving some managerial implications. Findings First, the authors demonstrate a robust positive effect of women in board representation on firm performance in terms of profitability and firm risk. In the case of, age and nationality the results are more equivocal in particular for the former. Second, the authors depict board diversity in different contexts as follows: positioning in the supply chain, type and nationality of the final owner. Again, gender heterogeneity is more adequate in the complex firm as Tier 1 suppliers, corporate and foreign company. Originality/value The authors focused the analysis on a specific industry, shedding light on the main specificities linked to operating in certain phases of the supply chain, a substantial novelty in this field. The empirical evidence is based on a very large data set containing quantitative and qualitative information on a representative sample of 1,538 firms operating in the Italian automotive supply chain, one of the most relevant in Europe.
Iako se o nadzornom odboru u dioničkom društvu puno pisalo, neka su pitanja i dalje otvorena u praksi, a propisi se tumače pogrešno, čime se čak narušavaju i temeljna načela upravljanja dioničkim društvom. Rad se bavi općenito temom članstva u nadzornom odboru, a napose odvajanjem funkcije vođenja poslova društva od funkcije nadzora nad vođenjem poslova, pitanjem zastupljenosti spolova u članstvu nadzornih odbora i nezavisnošću članova nadzornog odbora. Odvajanje vođenja poslova od nadzora nad vođenjem poslova društva ključni je element kojim se osigurava nezavisnost članova nadzornog odbora.
In this study, I examine the effectiveness of a national board gender diversity disclosure requirement, which is, arguably, on the “soft” end of the continuum of boardroom interventions. Using a panel dataset of 1847 hand‐collected corporate disclosures from 2015 to 2018, I perform a post‐event, historical trend analysis of the efficacy of Canada's 2014 intervention. I find evidence of real progress in the 4 years following intervention against several benchmarks. Specifically, improvements in critical mass are documented, with the proportion of boards with three of more women reaching 18.8% in 2018. Tokenism remains an issue with very little change in the number of Canadian boards with only one woman. Further analyses using a sorting methodology and panel regression analysis reveal that progress toward board gender diversity is achieved by those with board gender targets, board seat renewal policies, and written board diversity policies. In addition, I find that larger companies achieve greater progress and that progress is clustered by industry.
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With the use of artificial intelligence (AI) technologies in company activities, discussions on how to use AI in company management have emerged. Although AI is not legally recognised as a director in company law, there are examples of robot directors such as Vital, which have managed to get a seat in the corporate boardroom. Today, AI is on the verge of playing an important role in corporate governance. However, whether it has a seat on the board of directors or an important role in decision making is still a hot topic. Another critical discussion in the field of corporate governance in recent years is board diversity, which aims to improve the corporate decision-making process and create efficiency. This article attempts to anticipate the potential impact of AI on corporate board diversity policies and regulations. Therefore, this article seeks to examine the effects of the inevitable use of AI in the corporate decision-making process on corporate board gender diversity discussions and regulations under three possibilities: AI as a board member, AI as an enabler to assist a decision maker or AI being used to help decision making such as selecting board members.
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Purpose This study seeks to add more insights to the debate on “whether”, “how”, and “under which condition” women representation on the board contributes to firm performance. More specifically, the current study aims to investigate if the effect of board gender diversity on firm performance is dependent on macro factors of national cultures. Design/methodology/approach The authors used the generalized method of moments regression and a data set consists of 2,550 company year observations over 10 years. Findings The results indicated that cultural variables interact with board diversity to influence firm performance. Having women on the board in countries with high power distance, individualist, masculine and low-uncertainty avoidance culture influences the firm performance negatively. Originality/value The findings indicate that the effects of corporate governance structure on firm performance depends on culture-specific factors, providing support for the argument that institutional norms that are governed by cultural norms affect the effectiveness of corporate governance structure.
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In this article, the use of gender quotas to strengthen gender equality on corporate boards is explored. Examining national practices in ten European countries we provide an overview, categorizing the design of various corporate board quotas (CBQs) and the contexts in which they are embedded. In particular, similarities and differences along two dimensions are investigated: the design of the CBQs in terms of their hardness and progressiveness, and the institutional context in which they are embedded. From patterns of design and context configurations, different quota scenarios are discerned. We advance the discussion of female representation and the strategies of corporate boards beyond the rather misleading dichotomy of voluntary targets versus mandatory quotas, proposing a framework for understanding various CBQ designs. Moreover, we suggest that the configuration of design and institutional context, resulting in different quota scenarios affects female representation on corporate boards.
Drawing on 31 interviews, we explore the life trajectories of some of the women with most directorships in Norway after the introduction of the quota, with specific attention to their capitals. Adopting a Bourdieusian approach, we examine to what extent forced structural changes (the quota), challenge what are valued as legitimate capital(s) in the field (corporate boards). Our research demonstrates the progressive role of the quota in challenging gendered ideas of suitability. We found that structural adjustments in the field are leading to realignment in terms of the field-specific value and meaning of different types of capitals, which are redrawing the boundaries of the field in the process. We conclude that the external push through state-imposed regulation has broadened the field, resulting in the recognition of a wider set of capitals as legitimate. The study responds to the much-debated question about the utility of quotas in addressing systemic and historical inequalities.
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Representation of women on boards is getting more and more attention these recent years (Hillman, Shropshire, & Cannella, 2007; Nielsen & Huse, 2010), all the more as recent influence by the legislator accelerates the pace of change. Indeed, in France, a new law adopted in January 2011 stated that the proportion of female directors should not be lower than 40% in all major companies. Most previous research focused on the impact of the presence of women in boards on performance, but there are few studies on female directors' networks. In order to help to better understand the ties at the origin of these networks, we study several characteristics and network ties of female directors of French companies belonging to the SBF 120 index and we compare them with male characteristics. We test the specificity of four types of board of directors' networks: attendance at the same elite educational institutions, use of business networks, civil servants' networks, and interlocking directorates. Our findings suggest that female directors' networks tend to find their origin in business networks more than men. Conversely, male directors have more board interlocking and are more often graduated from elite schools than women. These results show that female directors' networks have specific origins in comparison with men's ones. The exploration of this specificity could be an asset to better understand the role and influence of female directors' networks in governance.
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In France the chairperson of the board is mostoften the firm''s CEO. This position strengthensthe insiders'' hold on the board of directors.Moreover, a large fraction of outside directorsis composed of CEOs of other firms. Thereciprocal interlocking of CEOs creates the possibility of mutual interdependence of CEOs.We investigate factors explaining reciprocalinterlocking directorates of CEOs in Frenchcorporations. Our results indicate that CEOs oflarger firms hold more reciprocal CEOinterlocks and when CEOs have more outsidedirectorships, CEOs hold more reciprocalrelationships. We also find a positiverelationship between the number of CEOsreciprocal interlocks and their firms''performance measured by ROA. We find evidencethat CEOs hold more reciprocal interlocks whena blockholder is present on the CEO''s board.
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Academic debate on the strategic importance of women corporate directors is widely recognized and still open. However, most corporate boards have only one woman director or a small minority of women directors. Therefore they can still be considered as tokens. This article addresses the following question: does an increased number of women corporate boards result in a build up of critical mass that substantially contributes to firm innovation? The aim is to test if ‘at least three women’ could constitute the desired critical mass by identifying different minorities of women directors (one woman, two women and at least three women). Tests are conducted on a sample of 317 Norwegian firms. The results suggest that attaining critical mass – going from one or two women (a few tokens) to at least three women (consistent minority) – makes it possible to enhance the level of firm innovation. Moreover, the results show that the relationship between the critical mass of women directors and the level of firm innovation is mediated by board strategic tasks. Implications for both theory and practice, and future research directions are discussed. Keywordscorporate governance–critical mass theory–board strategic tasks–organizational innovation–tokenism–women directors
La France a voté en 2011 une loi obligeant les sociétés cotées en bourse ou dépassant certains seuils à nommer des femmes dans leurs conseils d’administration. L’objectif de cet article est de mieux connaître le capital humain des femmes et des hommes administrateurs nommés dans un contexte de loi et de vérifier si les exigences de recrutement sont les mêmes indépendamment du genre. Notre étude, portant sur 112 sociétés, conclut que les critères de sélection des administrateurs sont en majorité les mêmes pour les hommes et les femmes nommés depuis la promulgation de la loi Copé Zimmermann.
To improve gender diversity on boards, some countries, such as Norway and France, have passed a hard law with quotas while other countries like Canada use a soft approach. The aim of the article is to compare the effectiveness of soft and hard laws to promote board diversity. The study of 445 listed companies in France and Canada on the period 2011–2014 confirms that board diversity is higher and faster in France than in Canada, without higher deviation from directors’ appointment standards.
A number of recent papers have documented that the political elite may use its power to bestow favors onto connected private rms. In this paper, we investigate the reverse perspective: we ask whether the connected business elite alter its corporate decisions to bestow \ re-election favors onto incumbent politicians. We study this question in the context of France, where we document that there is a tight overlap in educational and professional background between the CEOs of publicly-traded rms and politicians: more than half of the assets traded on the French stock markets are managed by CEOS who were formally civil servants, many of them holding government posts. Overall, our results provide support for the hypothesis that connections between CEOs and politicians factor into corporate decisions relating to job creation and destruction. We nd that rms managed by connected CEOs create more jobs (open more plans, destroy less plants) in politically more contested areas, and that this is especially so around election years. We nd only weak evidence that these politicans-rms networks follow partisan lines. The most robust evidence, if any, appears to be coming from the left of the political spectrum, with left-wing CEOs appearing to react more to the needs of left-wing political incumbents. Lastly, we explore whether the \economic favors" extended by connected CEOs to politicians are in some way reciprocated. We nd evidence consistent with such reciprocation through privileged access to subsidy programs.
This analysis offers a rare glimpse into the antecedents and correlates of friendship among the inner circle of the top financial elites in France during the last years of the Socialist government. Consistent with other studies of elites, social prestige and club membership determine membership in the inner circle. Reflecting French institutions, having worked in the Treasury is also important. Who is friends with whom depends on social prestige, political party membership, and residence, but most importantly on whether or not one graduated from the top French school for administration (ENA). The inner circle is sociometrically divided into moieties, or "cliques," which are both cooperative and competitive. Moiety membership is determined by politics, ENA background, and prestige and is also correlated with common board membership. The concept of "enforceable trust," a key factor in high finance, explains the importance of friendship in this elite. There are sufficient friendship ties between the moieties to suggest that, despite the privatization of financial institutions engendered by the new non-Socialist government, the basic character of French finance will remain the same.
Accumulating empirical evidence on American managers shows that social-capital effects on performance are a function of the information and control benefits of bridging structural holes--the disconnections between nonredundant contacts in a network. Is that network form of social capital unique to Americans? France seemed to us a productive site for comparative research because the image from past research is that French managers are more regulated than Americans; more regulated by bureaucratic authority and more regulated by peer pressure, with both amplified by the greater reliance in France on internal labor markets. People comfortable with knowing their place in a chain of bureaucratic control could be uncomfortable with the negotiated control exercised by network entrepreneurs, so the positive association between structural holes and performance in the United States could be negligible or even reversed for French managers.We use network and performance data on two study populations of senior managers, one in France and one in the United States, to describe social capital similarities and differences between the populations. The network form of social capital is similar in the two populations: More successful French managers, like Americans, tend to have networks rich in structural holes. The French and American managers make similar distinctions between kinds of relationships. Relations that bridge structural holes are similarly detached from routine work activities for the French and the Americans. The interesting difference is that social capital develops differently in the two populations. The French managers operate with a less porous social boundary around their firm and associate negative emotions with bridge relations. Reinforcing Aix-en-Provence observations on the significance of adult education for Franco-German differences in organization, we find that exposure to peers in other firms via executive education is for our French managers the only factor positively associated with the social capital of bridge relationships.
In 2003, a new law required that 40% of Norwegian firms' directors be women--at the time only 9% of directors were women. We use the prequota cross-sectional variation in female board representation to instrument for exogenous changes to corporate boards following the quota. We find that the constraint imposed by the quota caused a significant drop in the stock price at the announcement of the law and a large decline in Tobin's Q over the following years, consistent with the idea that firms choose boards to maximize value. The quota led to younger and less experienced boards, increases in leverage and acquisitions, and deterioration in operating performance. Copyright 2012, Oxford University Press.