Loreal 2011 Annual Report Download - page 209

207REGISTRATION DOCUMENT − L’ORÉAL 2011
Stock market information andsharecapital
7
Information relating totheCompany
7.1.8. General Management
(Article11oftheArticles
ofAssociation)
“1. In accordance with legal provisions, the General Management
of the Company is assumed, under its responsibility, either by
the Chairman of the Board of Directors, or by another natural
person appointed by the Board of Directors and bearing the
title of Chief Executive Officer.
The choice between these two modes of exercising General
Management is made by the Board of Directors each time
a Chairman of the Board of Directors or a Chief Executive
Officer is appointed or has his tenure renewed. The Board of
Directors must inform shareholders and third parties of this
choice in accordance with the statutory provisions.
The choice of the Board of Directors concerning the mode of
exercise of the General Management is made on the basis
of a majority vote of the Directors present or represented.
Changing the mode of exercise of the General Management
does not involve a modification of the Articles of A ssociation.
2. Depending on the choice made by the Board of Directors
in accordance with the provisions of §1 above, the General
Management is carried out either by the Chairman, or by
a natural person, appointed by the Board of Directors and
bearing the title of Chief Executive Officer.
3. The Chief Executive Officer is granted the most extensive
powers to act in all circumstances on behalf of the
Company. He exercises these powers within the limitations
of the object of the Company, and subject to the powers
expressly granted by law to Shareholders’ Meetings.
The Chief Executive Officer represents the Company in its
relations with third parties. The Company is bound even by
actions of the Chief Executive Officer which are outside the
object of the Company, unless the Company can prove
that the third party was aware that the action was outside
the object of the Company, or that the third party could not
be unaware of this in view of the circumstances, it being
stated however that the mere publication of the Articles of
A ssociation does not constitute such proof.
4. On the proposal of the Chief Executive Officer, whether this
office is assumed by the Chairman of the Board of Directors
or by another person, the Board of Directors may appoint
one or more natural persons in charge of assisting the Chief
Executive Officer, with the title of Deputy Chief Executive Officer.
In agreement with the Chief Executive Officer, the Board of
Directors determines the extent and duration of the powers
granted to the Deputy Chief Executive Officers.”
7.1.9. Fiscal year
(Article14oftheArticles
ofAssociation)
“Each fiscal year shall have a duration of twelve months, to begin
on January1st and to end on December31st of each year.”
7.1.10. Statutory
Distribution ofprofits
(Article15oftheArticles
ofAssociation)
“A. From the distributable profits, the following amounts shall
be withheld, in the following order:
1. The amount required to pay the “primary dividend” to the
shareholders equal to fiveper cent (5%) of the amounts
paid up on the unredeemed securities in accordance with
calls for funds, provided however that (where the profits for
a given year do not allow such dividend to be paid) the
shareholders shall not be entitled to claim such dividend
from out of the profits of subsequent years.
2. From the available remainder, the Ordinary General Meeting,
upon a proposal by the Board of Directors, shall have the
authority to resolve to withhold the amounts that it deems
appropriate (and even the entire amount of such available
remainder), either to be carried forward to the next fiscal
year, or to be paid into a “prudential fund” or into one or
more ordinary, extraordinary or special reserve funds. Such
reserve fund (s), which shall not bear any interest, may be
distributed to the shareholders, or allocated to complete
the 5% primary dividend for the shareholders, in the event
of insufficient results during one or more fiscal years, or to
acquire and to cancel shares in the Company, or to redeem
in whole or in part such shares.
3. The remaining balance (if any) shall be divided up among
all the shareholders, without any discrimination, and each
share shall entitle its holder to receive the same income.
However, any shareholder who can prove at the end of
a financial year, that shares have been registered in his
name for at least two years and that they continue to
be registered in his name at the date of payment of the
dividend paid for such financial year, will be entitled to a
preferential dividend on the shares that are thus registered,
equal to 10% of the dividend (initial dividend and
additional dividend) paid on the other shares, including
in the event of payment of the dividend in new shares, the
preferential dividend thus paid being rounded down to the
nearest lower cent, if necessary.
Similarly, any shareholder who can prove, at the end of
a financial year, that shares have been registered in his
name for at least two years and that they continue to be
registered in his name at the date of completion of an
increase in capital carried out through capitalisation of
reserves, profits or share premiums by the distribution of
bonus shares, shall be entitled to an increase in the number
of bonus shares to be distributed to him, equal to 10%, this
number being rounded down to the nearest lower unit in
the event of fractional share rights.
The new shares created in this manner will be identical, for
the purposes of calculating the rights to the preferential
dividend and to the increased share allocations, to the old
shares from which they result.