since March 18, 2011
(term of office renewed in 2014).
(term of office renewed in 2013).
(term of office renewed in 2016).
The Board of Directors of L’Oréal carries out its work on a collective basis, in accordance with ethical principles and in compliance with the legal provisions, regulations and recommendations.
At April 20, 2016, the Board of Directors of L’Oréal comprises 15 members: the Chairman and Chief Executive Officer, five Directors appointed by the main shareholders, three of whom are from the Bettencourt Meyers family and two appointed by Nestlé (the two Vice-Chairmen of the Board being chosen from among these members), seven independent directors: Mrs Sophie Bellon, Mrs Belén Garijo, Mrs Virginie Morgon, Mrs Eileen Naughton, Mr Charles-Henri Filippi, Mr Xavier Fontanet and Mr Bernard Kasriel, and two employee members: Mr Georges Liarokapis and Mrs Ana Sofia Amaral.
An elected representative of the Central Works Council of L'Oréal, Mr Thierry Magontier, also attends the Board Meetings, with an advisory 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.
Gender parity on the board of directors
At April 20, 2016, out of a total of 13 Directors (excluding the 2 Directors representing the employees), six women have seats on L’Oréal’s Board of Directors, representing a proportion of female Directors of 46%.
The composition of the Board in compliance with French law which requires by 2017 a minimum proportion of 40% of Directors of each gender.
Composition of the Board of Directors at April 20, 2016
|Jean-Paul Agon||Chairman and Chief Executive Officer since March 18, 2011
Director (term of office renewed in 2014)
|Françoise Bettencourt Meyers||Director (term of office renewed in 2013)|
|Peter Brabeck-Letmathe||Vice-Chairman of the Board of Directors (term of office renewed in 2013)|
|Jean-Pierre Meyers||Vice-Chairman of the Board of Directors (term of office renewed in 2016)|
|Ana Sofia Amaral||Director since July 15, 2014|
|Sophie Bellon||Director since April 22, 2015|
|Charles-Henri Filippi||Director (term of office renewed in 2011)|
|Xavier Fontanet||Director (term of office renewed in 2014)|
|Belén Garijo||Director since April 17, 2014|
||Director since April 20, 2016|
|Bernard Kasriel||Director (term of office renewed in 2016)|
|Georges Liarokapis||Director since July 15, 2014|
|Jean-Victor Meyers||Director (term of office renewed in 2016)|
|Virginie Morgon||Director since April 26, 2013|
|Eileen Naughton||Director since April 20, 2016|
Every year, the Board carries out the formal evaluation provided for by the AFEP-MEDEF Code of its composition, its organisation and its modus operandi, in particular in order to verify that, under these conditions, the agenda for its work duly covers the scope of its assignments, that important questions have been appropriately prepared for and discussed and 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 2015. 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.
Furthermore, the Board considered that its driving role for the Group’s strategic-decision making is improving year-on-year. It appreciates more particularly the presentations made by management which make it possible to go into detail with regard to the issues specific to each business line. The one-day meeting on strategy, dedicated to the Active Cosmetics Division this year, was considered as essential. The Directors also reviewed in-depth the situation and prospects of developing L’Oréal in Africa, and the Group’s strategy in China. Furthermore, the Board made a more in-depth analysis of performance, in light in particular of competitors, once again within the scope of the strategic orientations validated by the Board.
In 2015, 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 2016.