Print from the website of the AMF
Published on May 28, 2013
A 16-member Board executes the tasks assigned to the Autorité des Marchés Financiers (AMF). The Board is the AMF’s main decision-making body and is responsible for adopting new regulations, taking individual decisions and reviewing inspection and investigation reports. As the prosecutorial body, it is entitled to instigate sanction proceedings.
The Board is the AMF’s main decision-making body and is responsible for adopting new regulations, examining individual cases considered by the AMF and opening sanction proceedings. Decisions are taken by majority vote.
The AMF General Regulation governs execution of the tasks assigned to the regulator. All amendments to the General Regulation are adopted by the Board and published in the Official Journal, after being ratified by decree by the Minister for the Economy. The Board also approves AMF instructions, recommendations and positions –collectively referred to as AMF “policy” – which clarify how the General Regulation should be interpreted, along with the guidelines issued by the European Securities and Markets Authority (ESMA).
The Board examines the individual cases reviewed by AMF departments. These range from decisions on the compliance of takeover bids involving listed companies, authorisations for management companies (without which they cannot do business) or collective investment products (without which they cannot be marketed) and approvals for corporate finance transactions. Once it has conducted its review, the Board issues a decision on each case.
The Board may issue cease and desist orders regarding practices contrary to law or regulation when such practices impair investors' rights or manipulate the market.
After reviewing inspection and investigation reports, the AMF Board decides whether to open sanction proceedings. If it does initiate proceedings, it serves a statement of objections to the person whose conduct is in question and sends the case to the Enforcement Committee for review. In certain circumstances, the Board may make an offer of settlement to the respondent and thus avoid opening sanction proceedings. If the investigation or inspection report reveals criminal offences, the Board will forward the case to the Public Prosecutor.
The Board’s powers to open sanction proceedings are delegated to three six-person Specialised Commissions composed of its own members and chaired by the AMF Chairman.
The Board gives its opinion on the Chairman’s proposed candidate for Secretary General, adopts the AMF's budget on the recommendation of the Secretary General, approves the AMF's financial statements, sets bylaws and ethical rules for staff, as well as the general terms of recruitment, employment and remuneration for AMF employees.
The Board comprises 16 members from a variety of backgrounds, with representatives from the Conseil d’État, the Court of Cassation, the Cour des Comptes, the Banque de France, the Autorité des Normes Comptables, as well as professionals selected for their financial and legal expertise and experience in areas such as securities offerings and collective investing. This ensures that the Board has the technical and legal expertise to carry out its tasks. The appointment process and the length of Board members’ terms of office ensure independence.
The AMF Chairman, who also chairs the Board, is appointed by a presidential decree for a non-renewable irrevocable five-year term. The Chairman has a casting vote in the event that Board votes are tied, is empowered to act on behalf of the AMF before any court or tribunal and may, after seeking the Board’s opinion, appeal against Enforcement Committee rulings. The Chairman submits the AMF’s Annual Report to the President of the Republic, the Presidents of the National Assembly and Senate, and may be interviewed by Parliament on specific topics. The Chairman is subject to the rules of disqualification for public office.
In exceptional circumstances where the stability of the financial system is under threat, the AMF Chairman has emergency powers to restrict trading in financial instruments on the markets for a limited length of time.
Board members other than the Banque de France representative and the Chairman of the Autorité des Normes Comptables (who are appointed by virtue of their position) serve a five-year term of office, renewable once. One-half of the Board is renewed every thirty months
Board members are subject to professional secrecy obligations. To prevent conflicts of interest in the cases brought before them, they are also subject to ethical and conflict of interest rules.
These rules, which are set out in the Monetary and Financial Code and the AMF General Regulation, precisely govern the terms under which Board members must discharge their duties: