An independent, available and vigilant Board of Directors
The composition of the Board of L’Oréal, the rules it applies to its work, its modus operandi, and the work that it has carried out in the year, evaluated on an annual basis by the Directors, as well as the decisions made, are dealt within this section. The Board wishes to point out that it carries out its work on a collective basis, in accordance with ethical principles and in compliance with the legal provisions, regulations and recommendations.
The Board of Directors of L’Oréal comprises 14 members: the Chairman and Chief Executive Officer, six Directors appointed from the majority shareholders, three of whom are appointed by Mrs. Bettencourt's family group and three from Nestlé (the two Vice-Chairmen of the Board being chosen from among these members) and seven independent directors: Mrs Virgine Morgon, Mrs. Annette Roux, Mr. Charles-Henri Filippi, Mr. Xavier Fontanet, Mr. Bernard Kasriel, Mr. Marc Ladreit de Lacharrière and Mr. Louis Schweitzer.
Four elected employee representatives also attend Board meetings and have a consultative vote.
L’Oréal’s Directors come from different backgrounds, they complement one another due to their different professional experience, their skills and their nationalities. They have good knowledge of the Company. The Directors are present, active and closely involved. These are all assets which contribute to the quality of the Board’s deliberations in the context of the decisions that the Board is called on to make.
Representation of women and men that complies with the provisions of the french law of January 27th, 2011
Out of a total of 14 Directors, four women (approx. 29%) have seats on L’Oréal’s Board of Directors. The Board is thus in advance of the French Law of January 27th, 2011 relating to the balanced representation of men and women, which provides for a proportion of 20% of women to be reached by 2014. The Board is doing everything it can to appoint more female Directors.
The Appointments and Governance Committee initiated a selection process and made proposals to the Board of Directors in 2012.
In any event, in 2017, the composition of the Board will be in compliance with French law which requires balanced representation of men and women, namely a proportion of 40% of Directors of the same gender.
Composition of the Board of Directors at April 26, 2013
|Jean-Paul Agon||Chairman and Chief Executive Officer since March 18, 2011
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 2013)|
|Françoise Bettencourt Meyers||Director (term of office renewed in 2013)|
|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
|Director (term of office renewed in 2010)|
|Jean-Victor Meyers||Director since 2012|
|Virginie Morgon||Director since April 26, 2013|
|Annette Roux||Director (term of office renewed in 2011)|
|Louis Schweitzer||Director (term of office renewed in 2013)|
Every year, the Board reviews its composition, its organisation and its modus operandi, in particular in order to verify that, firstly, under these conditions, the agenda for its work duly covers the scope of its assignments and that important questions have been appropriately prepared for and discussed and, secondly, to assess the contribution made by each member to the Board’s work.
This evaluation is carried out within the framework of the AFEP-MEDEF Code, to which the Board refers and market recommendations like those of the AMF. On the basis of the summary of prior individual interviews between the Director and the Secretary of the Board of Directors, such interviews being conducted on the basis of a guide which sets out the principles provided for in the code and the recommendations, the Board considers the avenues of progress that still remain open and, at the end of the discussion that takes place, adopts the improvement measures that it considers appropriate.
The Directors again exercised their complete freedom of judgment in 2012. This freedom of judgment allowed them to participate, in total independence, in the work and collective decisions of the Board, and, where applicable, in conducting preparatory work and making proposals through the Board Committees.
The Board considered that the quality of its meetings has continued to improve, in light of what were considered as avenues of progress following the self-evaluation carried out at the end of 2011, particularly with regard to the strategic challenges faced by the Group which are regularly debated and discussed, in the presence of the senior managers who are members of the Executive Committee.
Once again this year, the approach to strategy was examined in detail in the course of the Board’s work in light of the development of the brands, the countries and the markets on which the Group operates. Thus, the day spent on strategy at L’Oréal Luxury was particularly appreciated. Furthermore, the Board made a more indepth analysis of performance, in light in particular of competitors and the a posteriori review of the acquisitions made it possible to monitor the due and proper application of the decisions made.
In 2012, the Board once again appreciated the pace, frequency and format of the information provided to it in connection with business activities in general and the main events in the life of the Group. Making documentation available prior to Board or Committee meetings, in compliance with the requirements of confidentiality and the time constraints with which the Company is faced, favours the quality of the debates.
The Directors made new proposals of topics to be included on the agenda for meetings in 2013, principally in relation with the areas for development of the Group and Research & Innovation, the comparison of strategy with that of competitors and Human Resources worldwide.