Loreal 2011 Annual Report Download - page 69

67REGISTRATION DOCUMENT − L’ORÉAL 2011
Corporate governance
2
Statutory Auditors’ Special Report onregulated agreements and commitments with third parties
2.7 Statutory Auditors’ Special Report
onregulated agreements and commitments
with third parties
(Annual General Meeting held to approve the financial statements for the year ended December31st, 2011)
To the shareholders,
In our capacity as Statutory Auditors of your Company, we hereby present our report on regulated agreements and commitments
with third parties.
It is our responsibility to communicate to you, based on information provided to us, the principal terms and conditions of these
agreements and commitments brought to our attention or which we may have identified as part of our engagement, without
expressing an opinion on their usefulness or their merit or searching for other agreements or commitments. Under the provisions
of ArticleR.225-31 of the French Commercial Code (
Code de commerce ), it is the responsibility of the shareholders to determine
whether the agreements and commitments are appropriate and should be approved.
Where applicable, it is our responsibility to communicate to you the information pursuant to Article L.225-31 of the French Commercial
Code relating to agreements and commitments previously approved by the Annual General Meeting during the year.
We performed the procedures that we deemed necessary in accordance with professional standards applicable in France. These
procedures consisted in verifying that the information provided to us is consistent with the underlying documents.
Agreements and commitments to be authorized by the Annual General
Meeting
Pursuant to Article L.225-38 of the French Commercial Code, we hereby advise you that we have not been informed of any agreements
or commitments signed during the year to be approved by the Annual General Meeting.
Agreements and commitments authorized in prior years by the Annual
General Meeting
Pursuant to Article R.225-30 of the French Commercial Code, we have been advised that the following agreement, previously
approved by the Annual General Meeting of April27th,2010 and mentioned in our Statutory Auditors’ Special Report of February19th,
2010, has remained in effect during the year.
Agreement concerning Jean-Paul Agon
♦Confirmation of the suspension of Mr.Jean-Paul Agon’s employment contract during the period of his corporate office.
♦Elimination of all rights to indemnification in respect of Mr.Jean-Paul Agon’s corporate office
In the event of departure, and depending on the reasons, Mr.Jean-Paul Agon would only be paid the dismissal indemnities,
except in the event of gross misconduct or gross negligence, or retirement indemnities in the event of voluntary retirement or
retirement at the Company’s request due pursuant to the employment contract that has been suspended. These indemnities,
which are attached solely to termination of the employment contract and in strict application of the National Collective Bargaining
Agreement for the Chemical Industries and the Company-level agreements applicable to all L’Oréal executives, are due in any
event pursuant to public policy rules. They are not subject to any condition other than those provided for by the National Collective
Bargaining Agreement for the Chemical Industries or the above-mentioned Company-level agreements. The same applies to the
non-competition clause and the related financial consideration.