The Chairman oversees the work of the Company’s bodies responsible for corporate governance and ensures, in particular, that Directors are able to carry out their duties. He may request that any document or information that is likely to assist the Board of Directors in preparing meetings is shared.
The Chairman of the Board must strive as far as possible to promote the values and image of the Company at all times. His views are expressed in this capacity.
He is provided with the material resources required to perform his duties.
The Chairman of the Board takes care, particularly where roles of Chairman and Chief Executive Officer are separated, to develop and maintain a relationship built on trust and regular interaction between the Board and General Management, in order to ensure the continuous and ongoing implementation of the strategies defined by the Board.
Each of the members of the Board declares that they have read the following documents:
The Directors are required to act in the interest of the Company and all its shareholders at all times.
The Directors are required to notify the Board of any situation that may constitute a conflict of interest, even if such conflict is only potential, and must refrain from participating in the corresponding deliberations.
Directors must inform the Board every year of the offices and positions they hold in other companies and of any conflicts of interest, even if only potential, that they have identified (see Annual Report on independence under Article 4.4).
Furthermore, the Board carries out an annual analysis of any business relationships between L’Oréal and companies in which Directors hold directorships or perform functions, to ensure these relationships are not significant. It reports on its findings in the Universal Registration Document.
Directors are required to devote the necessary time and attention to their duties.
They must limit how many other directorships they hold, so as to ensure their availability.
Directors may not hold more than four other directorships in listed companies outside the Group, including in foreign companies. Where required, any Directors concerned are given time to bring their situation into compliance with this rule.
Directors must keep the Board informed of the directorships they hold in other companies, including any involvement in Board Committees of any French or foreign companies.
Corporate officers may not hold more than two other offices as in listed companies outside the Group, including in foreign companies. Directors must seek the Board’s approval before accepting a new corporate office in a listed company.
Each Board member undertakes to be diligent:
The Corporate Governance Report gives shareholders all the relevant information on the Directors’ individual participation in these sessions and meetings.
When it comes to making decisions, Directors must ensure that they have all the information they consider essential in relation to the smooth conduct of the work of the Board or the Committees. If this information is not made available to them, or they consider this to be the case, they must request the relevant information from the Chairman of the Board, who is required to ensure that the Directors are in a position to carry out their duties.
All Directors, and in particular those representing employees, can benefit, on their appointment or throughout their term of office, from the training programmes relevant to their position.
These training programmes are organised, proposed and covered by the Company.
The Directors undertake not to express themselves individually other than in the internal deliberations of the Board on questions raised at Board meetings.
Outside the Company, only collegial expression is acceptable, particularly in the form of press releases intended to provide markets with information.
With regard to information not in the public domain to which Directors have access as a result of their duties, the Director must consider him/herself to be bound by strict professional confidentiality, which is more demanding than the legal duty of discretion. This obligation applies to all persons called on to attend Board meetings, and covers all information of a confidential nature and all information presented as confidential by the Chairman of the Board.
