Loreal 2011 Annual Report Download - page 34

32 REGISTRATION DOCUMENT − L’ORÉAL 2011
2Corporate governance
The Board’s composition and the way in which theBoard’s work is prepared andorganised
List of offices and directorships held by corporate officers
Charles Henri Filippi (age: 59 ) conducted out his career in
particular within the HSBC Group, in which he was notably
Chairman and Chief Executive Officer of HSBC France from
2004 to 2007 and Chairman of the Board of Directors in2007
and2008. Charles Henri Filippi has been a Director of L’Oréal
since 2007 and is also a Director of France Telecom, a member
of the Supervisory Board of Euris and a non-voting member of
the Board of Directors of Nexity. He is currently the Chairman of
Citigroup for France.
It is noted that Citigroup does not have, and has never had, a
significant position with regard to L’Oréal’s banking transactions.
Nevertheless, Charles Henri Filippi is aware that he is under
the obligation of notifying the L’Oréal Board of Directors of all
situations constituting a conflict of interest, even if such conflict
is only potential, and that he must refrain from participating
in the corresponding decisions. Furthermore, at Citigroup, he
will not take part in the work that is liable to concern L’Oréal.
Charles Henri Filippi is an independent D irector, free of interests,
available and competent.
Chairman of the L’Oréal Audit Committee, Mr.Filippi harmoniously
and effectively supplements the Board’s expertise in the field of
finance. He has also been a member of the Human Resources
and Remuneration Committee since April2011.
Tenures as Director that are due to expire in2012
The tenures as Director of Mr.Werner Bauer, Mr.Francisco
Castañer Basco, Mr.Bernard Kasriel and of Mr.Jean-Pierre
Meyers are due to expire at the close of the Annual General
Meeting in2012.
On Monday, Febuary13th, 2012, L’Oréal’s Board of Directors was
informed of the end of Mrs.Liliane Bettencourt’s tenure as Board
Director. 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 decided, the 13th of Febuary, to proceed
to the cooptation as Director of Mr.Jean-Victor Meyers.
Besides, Mr. Werner Bauer and Mr. Francisco Castañer Basco do
not apply for the re-appointment in 2012. The Board of Directors
expresses its gratitude for their active participation in the Board’s
work and that of its committees.
The Annual General Meeting which will be held on Tuesday,
April17th, 2012, will be called to pronounce on:
♦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 appointments as Director of Mr.Jean-Victor Meyers,
Mr.Paul Bulcke and Ms. Christiane Kuehne(1 );
♦the renewal of the tenure as Director of Mr.Jean-Pierre Meyers
and Mr.Bernard Kasriel.
(1 ) See the Report of the Board of Directors in chapter8 page226.
Jean-Paul Agon
French
Age: 55
Expiry date of term of office
2014
Director since 2006
Chairman and Chief Executive Officer(1)
Chairman of the Strategy and Sustainable Development Committee [since March18th, 2011]
Professional address: L’Oréal – 41 rue Martre – 92117 Clichy cedex – France
Holds 31,500L’Oréal shares
Other corporate offices and directorships held
French company
L’Air Liquide S.A. Director
Foreign companies
Galderma Pharma S.A. (Switzerland) Chairman of the Board
Director
L’Oréal USA Inc. (United States) Director
The Body Shop International PLC (United Kingdom) Vice-Chairman and Director
Other
L’Oréal Corporate Foundation Director
Corporate offices and directorships over the last five years that have expired Expiry date of term of office
Foreign company
Galderma Pharma S.A. (Switzerland) Chairman of the Board May2008
(1)
Chief Executive Officer since April2006.
Chairman of the Board of Directors since March18th, 2011.