Loreal 2011 Annual Report Download - page 50

48 REGISTRATION DOCUMENT − L’ORÉAL 2011
2Corporate governance
The Board’s composition and the way in which theBoard’s work is prepared andorganised
all relevant information, including criticism, with regard to the
Company, and in particular press articles and financial analysis
reports.
The Board is regularly given the opportunity to meet the
Company’s main senior managers.
2.3. Board meetings
The Board meets as often as required in the best interest of the
Company, and at least 5 times per year.
The dates of the Board meetings for the following year are set
no later than the beginning of the summer, except in the case
of Extraordinary Meetings.
2.4. Participation by videoconference
ortelecommunication facilities
In accordance with the legal and regulatory provisions and with
Article9 paragraph 2 of the Articles of Association, Directors who
take part in Board meetings by means of videoconference or
telecommunication facilities are deemed to be present for the
purpose of calculating the quorum and the majority.
However, these facilities may not be used when the Board is
deliberating on any of the following points:
♦the closing of the parent company financial statements and
the consolidated financial statements;
♦the preparation of the Management Report, including the
Group Management Report;
♦the technical characteristics of the videoconference facilities
must enable the uninterrupted broadcasting of the debates;
♦before the deliberations begin, a check must be carried
out to ensure the absence of all third parties, microphones
and all other items that could compromise the confidential
nature of the deliberations.
2.5. Minutes
The draft minutes of the previous Board meeting are sent or
provided to all Directors at the latest on the day on which the
following meeting is convened.
The minutes of the meeting also mention the participation of
Directors by means of videoconference or telecommunication
facilities. The minutes also indicate whether any technical
incidents occurred during a meeting held by means of
videoconference or telecommunication facilities, if such
incidents disrupted the course of the meeting.
For each site other than the venue of the meeting, the Director
participating in the Board meeting by means of videoconference
or telecommunication facilities will initial an attendance sheet
on his own behalf and, where applicable, on behalf of the
Director that he represents. The Board Secretary will attach the
attendance sheet to the attendance register, and will gather
wherever possible any items constituting material evidence of
the meeting held by videoconference or telecommunication
facilities.
3. Review Committees
If the Board of Directors sets up any Review Committees, the
Board will appoint the members of these committees and
determine their duties and responsibilities.
The committees act within the remit granted to them by the
Board and therefore have no decision-making power.
The Board may entrust the Chairman of the committee or one
or more of its members with a special assignment or project to
carry out specific research or study future possibilities.
The designated individual will report on this work to the
committee concerned such that the committee may deliberate
on this work and in turn report thereon to the Board of Directors.
In relation with the performance of their duties, the Review
Committees may contact the Company’s main senior managers
after informing the Chairman of the Board of Directors and
provided that they report to the Board in this respect.
The committees may in no event take over the powers of the
General Management as set out in paragraph 1.4. of these rules.
3.1. Audit Committee
3.1.1. Remit
The Audit Committee, acting under the exclusive, collective
responsibility of the members of the Board of Directors, is
responsible for monitoring issues relating to the preparation
and control of accounting and financial information.
The Audit Committee must make sure that the General
Management has at its disposal the means to enable it to
identify and manage the economic, financial and legal risks
facing the Group inside and outside France in carrying out its
normal and exceptional operations. This is in order to avoid the
possibility of any impairment of the value of the Company’s
assets.
Without prejudice to the areas of authority of the Board
of Directors, this committee is responsible in particular for
monitoring:
a) the process for preparation of financial information;
b) the effectiveness of the Internal Control and risk
management systems;
c) the statutory audit of the annual and, where applicable,
the consolidated accounts by the Statutory Auditors;
d) the Statutory Auditors’ independence.
It makes a recommendation with regard to the Statutory Auditors
proposed to the Annual General Meeting for appointment.
This audit enables the committee to issue recommendations, if
necessary, concerning the improvement of existing procedures
and the possible setting up of new procedures.
The Audit Committee can be consulted for all questions
relating to procedures for controlling risks of an unusual nature,
particularly when the Board or the General Management
considers it appropriate to submit such questions to it.
3.1.2. Work organisation
The Audit Committee is composed of at least three members,
who are non-executive Directors of the Company.
The Chairman of the Audit Committee issues guidelines for
the committee’s work each year, based on his judgement
concerning the importance of the specific types of risk faced,
in agreement with the General Management and the Board.