Loreal 2011 Annual Report Download - page 31

29REGISTRATION DOCUMENT − L’ORÉAL 2011
Corporate governance
2
The Board’s composition and the way in which theBoard’s work is prepared andorganised
2.2. The Board’s composition and the way in which
theBoard’s work is prepared andorganised
2.2.1. Composition of the Board
of Directors
The composition of the Board of L’Oréal, the rules it applies to
its work, its modus operandi, and the work that it has carried
out in the year, evaluated on an annual basis by the Directors,
as well as the decisions made, are dealt within this chapter.
TheBoard wishes to point out that it carries out its work above
all on a collective basis, in accordance with ethical principles
and in compliance with the legal provisions, regulations and
recommendations.
The Board of Directors of L’Oréal comprises 14members: the
Chairman and Chief Executive Officer, the Honorary Chairman,
six Directors appointed from the majority shareholders, three of
whom are appointed from Mrs.Bettencourt’s family group and
three from Nestlé (the two Vice-Chairmen of the Board being
chosen from among these members) and six independent
directors: Mrs.Annette Roux, Mr.Charles-Henri Filippi, Mr.Xavier
Fontanet, Mr.Bernard Kasriel, Mr.Marc Ladreit de Lacharrière
and Mr.Louis Schweitzer.
The allocation of L’Oréal’s share capital at December31st, 2011 is
shown in this Registration Document in section7.3.2. page211.
2.2.1.1. Method of General Management
chosen
At its meeting on Thursday, February10th, 2011, the Board of
Directors decided that the duties of Chairman of the Board
of Directors would be reunified with those of Chief Executive
Officer and entrusted Mr.Jean-Paul Agon with such duties. This
transfer of responsibilities has been effective since March18th,
2011. Sir Lindsay Owen-Jones, who continues to be a Director of
L’Oréal and chairs the L’Oréal Foundation, has been appointed
as Honorary Chairman.
The separation of the duties of Chairman of the Board of
Directors from those of Chief Executive Officer from 2006 to
2011 made it possible to ensure a smooth transition between
Sir Lindsay Owen-Jones and Mr.Jean-Paul Agon. In2011,
the Board of Directors considered that the environment was
favourable to reunifying these duties. This governance model is
indeed specifically adapted to the specificities of L’Oréal and
its shareholder structure. At the end of 2011, at the time firstly of
the evaluation of their work (see section2.2.2.2. on page46 ),
and secondly of that of their relationship with the executive
management, the Directors noted that this organisation
operated in a balanced manner.
Rich with the experience and diversity of its Directors, the Board of Directors fully assumes its role of controlling the
economic and fi nancial management of the Group, validation and monitoring of strategic directions which are
submitted to it.
In 2011, the remit of the four committees of the Board of Directors responsible for preparing for its meetings was
expanded and additional committee members were appointed.
The Strategy and Sustainable Development Committee is the expression of the Board’s wish to ensure that L’Oréal has
all the means and all the resources required to respond to each and every sustainable growth issue.
Further to a proposal by the Appointments and Governance Committee, the Board of Directors decided on the
reunifi cation of the duties of Chairman with those of Chief Executive Offi cer on February10
th, 2011. At the end of the
year, at the time of the evaluation of its
modus operandi, the Board expressed its delight at the quality of the dialogue
established between the Chairman and CEO and the Directors.
In 2011, within the scope of Internal Control, the Audit Committee reviewed the risk map. The risks are taken into
consideration at operational level and there is a process for the regular review of risks.