Loreal 2011 Annual Report Download - page 29

27REGISTRATION DOCUMENT − L’ORÉAL 2011
2.1. Summary of the principles 28
2.2. The Board’s composition
and the way in which
theBoard’s work is prepared
andorganised 29
2.2.1. Composition of the Board of Directors 29
2.2.2. The ways in which theBoard’s work
isprepared and organised 43
2.2.3. Specific terms and conditions
ofparticipation by shareholders
in theAnnual General Meeting 52
2.2.4. Principles and rules adopted
bytheBoard ofDirectors to determine
theremuneration and benefits of all kinds
granted to thecorporate officers 52
2.3. Remuneration of the members
oftheBoard ofDirectors
andthecorporate officers 53
2.3.1. Remuneration of themembers
oftheBoard of Directors 53
2.3.2. Remuneration of theexecutive officers 54
2.3.3. Stock options granted to the executive
officers 56
2.3.4. Stock options exercised during
thefinancial year bytheexecutiveofficers 57
2.3.5. Conditional shares granted
to theexecutive officers 57
2.3.6. Commitments made withregard to
theexecutiveofficers 57
2.4. Summary of trading by
Directors and corporate
officers in L’Oréal shares
in2011 59
2.5. Internal Control procedures 59
2.5.1. Definition and objectives ofInternal Control 59
2.5.2. Components of the system 59
2.5.3. The players 62
2.5.4. Internal Control system relating
tothepreparation and processing
of financial and accounting information 63
2.6. Statutory Auditors’ Report,
prepared in accordance
with Article L.225-235
of theFrench Commercial
Code on the Report prepared
bytheChairman of the Board
ofDirectors 66
2.7 Statutory Auditors’ Special
Report onregulated
agreements and commitments
with third parties 67
2
Corporate
governance