An independent, available and vigilant Board of Directors
The L’Oréal Board of Directors considers that the recommendations of the Afep-Medef Code of December 2008 are in line with the company’s corporate governance approach. This Code is therefore used by the company as its reference when drawing up the Chairman’s Report on the conditions in which the Board’s work is prepared and organised (pages 110 to 113 of the 2010 Reference Document).
General management’s functions
In 2006, the Board of Directors appointed Mr Jean-Paul Agon as Chief Executive Officer, and wished at that time, in order to prepare for the future of the company and ensure a smooth transition in its management, to separate this role from that of Chairman of the Board of Directors, which was entrusted to Sir Lindsay Owen-Jones. Since then, the Board has noted firstly that this arrangement has been satisfactory, particularly in view of the quality of the relationship between the Chairman and the Chief Executive Officer, and secondly that this measure proved very useful during a period of economic crisis.
At its meeting on Thursday, February 10th, 2011, the Board of Directors, which noted the quality of the results for 2010, decided to reunify the roles of Chairman of the Board of Directors and Chief Executive Officer, considering that the environment was once again favourable. When Sir Lindsay Owen-Jones, in accordance with his original intention of stepping down as Chairmanat the age of 65, decided to place his office at the disposal of the Board on March 17th, 2011, the Board appointed Mr Jean-Paul Agon, Chairman and Chief Executive Officer of L’Oréal.
Mr Jean-Paul Agon has been Chief Executive Officer of L’Oréal since 2006. Sir Lindsay Owen-Jones, who continues to be a member of the Board of Directors and Chairman of the L’Oréal Foundation, has been appointed Honorary Chairman.
Directors with a complementary range of experience
The directors of L’Oréal come from different spheres; they complement each other in respect of their diverse professional experience and expertise, and they have a good knowledge of the company.
The directors are present, active and closely involved. These are all assets for ensuring the quality of the Board’s deliberations and the preparation of its strategic decisions. The directors are independent in their thinking, have a duty of vigilance, and exercise complete freedom of judgement. This freedom of judgement enables them in particular to participate in a totally independent way in the work of the Board and its Committees.
The Board of Directors of L’Oréal comprises 14 members: the Chairman and the Chief Executive Officer, six directors from the majority shareholders, three of whom represent Mrs Bettencourt’s family group, and three of whom represent Nestlé (the two Vice-Chairmen of the Board being chosen from among these members) and six independent directors: Annette Roux, Charles-Henri Filippi, Xavier Fontanet, Bernard Kasriel, Marc Ladreit de Lacharrière and Louis Schweitzer. Mr Ladreit de Lacharrière has been a director of L’Oréal for more than 12 years, but his professional experience and his freedom of judgement, combined with his good knowledge of the company, make a considerable contribution to the Board’s discussions and decisions.
Composition at April 22, 2011
| Jean-Paul Agon | Chairman and Chief Executive Officer since March 18, 2011 Director (term of office renewed in 2010) |
| Sir Lindsay Owen-Jones | Honorary Chairman Director (term of office renewed in 2010) |
| Jean-Pierre Meyers | Vice-Chairman of the Board of Directors (term of office renewed in 2012) |
| Peter Brabeck-Letmathe | Vice-Chairman of the Board of Directors (term of office renewed in 2009) |
| Françoise Bettencourt Meyers | Director (term of office renewed in 2009) |
| Paul Bulcke | Director since April 17, 2012 |
| Charles-Henri Filippi | Director (term of office renewed in 2011) |
| Xavier Fontanet | Director (term of office renewed in 2010) |
| Bernard Kasriel | Director (term of office renewed in 2012) |
| Christiane Kuehne | Director since April 17, 2012 |
| Marc Ladreit de Lacharrière | Director (term of office renewed in 2010) |
| Jean-Victor Meyers | Co-opted director on February 13, 2012 |
| Annette Roux | Director (term of office renewed in 2011) |
| Louis Schweitzer | Director (term of office renewed in 2009) |
Systematic Annual Self-Evaluation
Every year, the Board reviews its composition, organisation and modus operandi. It considers the avenues of possible progress and makes any improvement that it considers appropriate. The Board met five times in 2010, with an average attendance rate of 98.5%.
In 2010, the Board of Directors devoted one whole day to analysing various strategic aspects and strategic monitoring, in the presence of several senior managers. This enabled the Board, for example, to gauge the importance firstly of new fields and challenges with regard to the Internet and digital media in the development of the group’s business activities, and secondly of the initiatives being taken in this area, particularly in consumer relations.
Furthermore, the functioning of the Committees was found to be satisfactory, with extensive and thorough preparatory work. Finally, in 2010, the Board was provided with regular information on the group’s business activities, and, at the end of the year, the directors expressed new wishes in this area, and made proposals for subjects to be discussed at meetings in 2011.
