An independent, available and vigilant Board of Directors

An independent, available and vigilant Board of Directors

The L'Oréal Board of Directors is a collegial body which collectively represents all the shareholders, and is bound by obligation to act in the best interests of the company in all circumstances. At the end of 2008, the Board of Directors considered that the recommendations of the Afep-Medef Code of December 2008 were in line with L'Oréal's corporate governance approach. This Code is therefore used by the company as its reference when drawing up the Chairman's Report on the conditions in which the Board's work is prepared and organised.

Balanced allocation of roles and responsibilities

In 2006, the Board of Directors decided to separate the roles of Chairman and Chief Executive Officer, with a clear definition of the responsibilities of each of them, described in the Internal Rules of the Board (see the 2009 Reference Document, from page 130). 
During its meeting on Monday, February 15th, 2010, the Board decided to continue this separation and renew the tenure of Sir Lindsay Owen-Jones as Chairman and that of Mr Jean-Paul Agon as Chief Executive Officer at its meeting to be held at the end of the Annual General Meeting of April 27th, 2010, subject to the renewal of their terms of office as directors. The Board chose this course of action after noting, during the annual evaluation of its modus operandi, that the separation of the two functions has proven entirely satisfactory.

Directors with a complementary range of experience

The directors of L'Oréal come from different spheres; they complement each other in respect of their diverse professional experience and expertise, and they have a good knowledge of the company. The directors are present, active and closely involved. These are all assets for underpinning the quality of the Board's deliberations and the preparation of its strategic decisions. The directors are independent in their thinking, have a duty of vigilance, and exercise complete freedom of judgement. This freedom of judgement enables them in particular to participate in a totally independent way in the decisions and work of the Board and its Committees. 
The Board of Directors of L'Oréal comprises 14 members: the Chairman and the Chief Executive Officer, six directors from the majority shareholders, three of whom represent Mrs Bettencourt's family group, and three of whom represent Nestlé (the two Vice-Chairmen of the Board being chosen from among these members) and six independent directors: Annette Roux, Charles- Henri Filippi, Xavier Fontanet, Bernard Kasriel, Marc Ladreit de Lacharrière and Louis Schweitzer. Mr Ladreit de Lacharrière has been a director of L'Oréal for more than 12 years, but his professional experience and his freedom of judgement, combined with his good knowledge of the company, make a considerable contribution to the Board's discussions and decisions.

Systematic annual self-evaluation

Every year, the Board reviews its composition, organisation and modus operandi. It considers the avenues of possible progress and makes any improvement that it considers appropriate. The Board met six times in 2009, with an average attendance rate of approximately 92%. The directors all attended the Annual General Meeting. In 2009, the Board of Directors devoted one whole day to analysing various strategic aspects. The presentations which were made and the ensuing discussions, in the presence of several senior managers, were followed by visits to a L'Oréal plant within the framework of the group's industrial strategy, and to a shopping centre to be able to judge the presence of the group's brands in all distribution channels. 
Further progress has moreover been noted in the functioning of the Board Committees, whose preparatory work is increasingly extensive and thorough. Finally, in 2009 the Board was provided with regular information on the group's business activities, and, at the end of the year, the directors made new proposals for subjects to be discussed at their meetings in 2010