Loreal 2011 Annual Report Download - page 229

227REGISTRATION DOCUMENT − L’ORÉAL 2011
8
Report of the Board ofDirectors on the Draft resolutions
from among these members) and six independent Directors:
Ms. Annette Roux, Mr. Charles-Henri Filippi, Mr. Xavier Fontanet,
Mr. Bernard Kasriel, Mr. Marc Ladreit de Lacharrière and Mr. Louis
Schweitzer.
Mr. Ladreit de Lacharrière has been a Director of L’Oréal for over
12years but its professional experience and his freedom of
judgment, combined with a good knowledge of the Company,
are key contributors to the decisions and work of the Board.
2. The Board of Directors reviewed the composition of
the Board
a) On February 13th, 2012, t he Appointments and Governance
Committee noted the end of Mrs. Liliane Bettencourt’s tenure
as Director. Following the proposal by the Appointments and
Governance Committee, the Board of Directors has decided
to proceed with the cooptation of Jean-Victor Meyers, as
Director, until the end of this Annual General Meeting which
is called on to ra tify such appointment, pursuant to Article L.
225-24 of the French Commercial Code.
The Board of Directors expresses its profound gratitude to
Mrs. Liliane Bettencourt for her active participation in the
Board’s meetings and for the heartfelt interest she has always
demonstrated in the Board’s work and that of its committees.
The Board of Directors submits to the approval of the Annual
General Meeting of shareholders, the appointment of Jean-
Victor Meyers as Board Director, for a period of 4years as of
this Annual General Meeting.
b) The Appointments and Governance Committee noted the
expiration of Mr. Werner Bauer and Mr. Francisco Castañer
Basco’s tenures as Directors, both top executives of Nestlé,
who don’t apply for re-appointment.
The Board of Directors expressed its gratitude to Mr. Werner
Bauer and Mr. Francisco Castañer Basco for their active
participation in the Board’s work and that of its committees.
The Appointments and Governance Committee reviewed
the application of two new Directors from Nestlé, reference
shareholders of L’Oréal, and the Board of Directors has
already decided to submit to the approval of the next Annual
General Meeting of shareholders, the appointment of Mr.
Paul Bulcke and Ms. Christiane Kuehne.
c) The reappointment of Mr . Bernard Kasriel and Mr. Jean-Pierre
Meyers, whose tenures as Directors were due to expire in
2012, is submitted to the Annual General Meeting.
By no means, these changes would affect the level of
independence of the Directors, as described on point1.
3. Maintaining of the balance of the Board of Directors
It is therefore proposed to maintain this balance, which is
considered to be satisfactory by proposing to the Annual General
Meeting:
♦the ratification of the appointment of Mr. Jean-Victor Meyers
as Director until the end of this Annual General Meeting,
appointment which has been decided by the Board of
Directors;
♦the appointment of Mr. Jean-Victor Meyers as Director, for a
period of four years;
♦the appointment of Mr. Paul Bulcke and Ms. Christiane Kuehne
as Directors, for a period of four years;
♦the renewal of tenures as Directors of Mr. Jean-Pierre Meyers
and Mr. Bernard Kasriel, for a period of four years.
Presentation of the Directors whose term of office is
proposed for appointment or renewal
♦Jean-Victor Meyers (age: 25 ) studied economics and
management, in France and in the United States. Over the
last two years, in the context of his professional experience,
Jean-Victor Meyers spent several months within L’Oréal
Group’s Divisions, in France and abroad. He is a member of
the Supervisory Board of Téthys, the Bettencourt family holding
company, since January 2011 and was co-opted to L’Oréal’s
Board of Directors on February 13th, 2012.
♦Paul Bulcke (age: 57 ). Belgian. With Nestlé since 1979, he is
Chief Executive Officer since 2008. Paul Bulcke possesses an
international experience, more particularly in Europe, in North
America and in Latin America. He is Board member of Nestlé
and Roche Holding in Switzerland.
♦Christiane Kuehne (age: 56 ). Swiss. With Nestlé since 1977,
she heads the Food Strategic Business unit. Christiane Kuehne
possesses an international experience, more particularly in
Europe and in Asia.
♦Jean-Pierre Meyers has been Board Director of L’Oréal since
1987, Vice-Chairman of the Board since 1994, member of the
Strategy and Sustainable Development Committee, Audit
Committee, Appointments and Governance Committee
and Human Resources and Remuneration Committee. He is a
member of the Supervisory Committee and General Manager
of Téthys, Director of Nestlé and Vice-Chairman of the Board
of Bettencourt Schueller Foundation.
Mr. Jean-Pierre Meyers participates with a lot of commitment,
serious and dedication not only to the work of the Board
of Directors but also to those of its others committees. He
is available and actively contributes to the quality of the
debates in each committee, concerning the proposals made
to the Board of Directors.
♦Bernard Kasriel (age: 65 ) has been Board Director of
L’Oréal since 2004. Chairman of the Human Resources and
Remuneration Committee and Member of the Strategy and
Sustainable Development Committee. He was previously
Chief Executive Officer and Director of Lafarge and is currently
Director of Arkema in France and Nucor in the United States.
Very available, conscientious and free of judging, Mr.
Bernard Kasriel is Chairman of the Human Resources and
Remuneration Committee and member of the Strategy and
Sustainable Development Committee. The missions and
works of both these committees, in which Mr. Kasriel plays an
active part, have been expanded at the end of 2010, and the
number of members has increased.
Annual General Meeting