| Actively involved in committees
The Board’s Committees act strictly in accordance with the remit given to them by the Board. They are actively involved in preparing for the Board’s work, and make proposals, but do not have any decision-making powers. They report on a regular basis to the Board, which makes the decisions, and, through its Chairman, reports to the shareholders.
At the end of 2007, the Board decided to split the “Management and Remuneration”
Committee into two separate committees, one to select new Board members and corporate officers for appointment by the Board, and the other to determine the remuneration of general management.
 The “Strategy and Implementation” Committee
This Committee clarifies, through its analysis, the strategic orientations, which are submitted to the Board, and monitors the implementation and advancement of significant operations in progress. It ensures that the main financial balances are preserved. In this context, the Committee reviews the main strategic lines of development, options and projects presented by the General Management together with their economic and financial consequences, acquisition opportunities, and financial transactions that could significantly change the balance-sheet structure. It also reviews paths for future development.
The “Strategy and Implementation” Committee met five times in 2007. The Committee reviewed not only trends in the sales and results of L’Oréal, but also, for example, the share buyback programme and the situation of the group’s stake in Sanofi-Aventis. It continued its reviews of proposed acquisitions, which were then submitted to the Board, for a decision to be made, in most cases in the presence of the senior managers concerned. Information on acquisitions that are completed is then provided to the Board. In addition, various aspects of the positioning of L’Oréal’s businesses were presented and discussed by the Committee, and then during Board meetings.
Members
- Sir Lindsay
Owen-Jones (President)
- Liliane Bettencourt
- Jean-Pierre
Meyers
- Peter Brabeck-Letmathe
- Francisco
Castañer Basco
- Bernard Kasriel
The “Management and Remuneration” Committee
This Committee assists the Chairman and the Board, in complete independence, in their review of succession plans for the group’s general management positions. It considers the composition of the Board of Directors and any possible changes. It makes proposals to the Board concerning the remuneration of corporate officers, and allocations of stock options or potential free grants of shares. The principles applied and the Board’s decisions are set out in detail, and with complete transparency, in the Reference Document (Part 2 of the Annual Report, page 85 to page 89).
In 2007, the “Management and Remuneration” Committee met four times. On its proposal, the Board of Directors decided, at the end of 2007, to split the Committee in two (see below).
Members (until November 30, 2007)
- Liliane Bettencourt
(President)
- Peter Brabeck-Letmathe
- Bernard Kasriel
An Appointments Committee and a Remuneration Committee
On the proposal of the “Management and Remuneration » Committee, the Board of Directors decided, at the end of 2007, to split the Committee in two.
The Appointments Committee makes proposals to the Board about the choice of directors, expresses an opinion about the Chairman’s proposals for the appointment of the Chief Executive Officer, and ensures that a procedure is put in place to prepare succession plans for corporate officers in the event of an unforeseen vacancy. It supervises the method of evaluation of the Board and conducts the reflection process with regard to the Committees responsible for preparing for the Board’s work.
Members (since November 30, 2007)
- Bernard Kasriel (President)
- Jean-Pierre
Meyers
- Peter Brabeck-Letmathe
The Remuneration Committee makes proposals to the Board about the fixed and variable remuneration of the Chairman and the Chief Executive Officer and any other benefits received (pension, termination indemnities, etc.), about the amount of attendance fees and the method of distribution of such fees, and about the setting up of long-term incentive plans, such as, for example, those involving the distribution of stock options or free grants of shares.
Members (since November 30, 2007)
- Bernard Kasriel (President)
- Jean-Pierre
Meyers
- Peter Brabeck-Letmathe
The Audit Committee
The role of this Committee is to ensure that the General Management is provided with the means enabling it to identify and manage the economic, financial and legal risks faced by the group both inside and outside France in its routine and exceptional operations. In 2007, the Committee met three times in the presence of all its members and the Statutory Auditors.
In 2007, with regard to the information on the group’s results, the Audit Committee reviewed in detail the aspects relating to provisions, litigation and pension commitments. With regard to Internal Control, the situation concerning the legal risks to which the company is exposed was presented to the Committee, together with the observations made by the Internal Audit Department. The Committee was also informed that L’Oréal’s fundamental Internal Control rules had been updated and of the changes in the Chairman’s Report, in line with the recommendations made by local authorities and organisations responsible for determining corporate governance practices.
Members
- Xavier Fontanet (President)
- Jean-Pierre Meyers
- Francisco
Castañer Basco
|
