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 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 2013. 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 2012, 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. In this respect, the day devoted to strategy at L’Oréal Professional Products and that on Research & Innovation at one of its laboratories, in the presence of a large number of senior managers, were particularly appreciated. 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 2013, 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 2014, principally in relation with the universalisation strategy, the geographic deployment of the business activities of the Divisions and the organisation of the regions in light of local specificities.