L’Oréal has appointed an internal Stock Market Ethics Advisor. This Advisor is responsible for assisting those who request support, in complete confidentiality, to analyse and assess their situation, without prejudice to the principle of personal accountability.
In accordance with the AFEP-MEDEF Code and independently of any obligation to hold shares under the Articles of Association, the Directors must personally be shareholders of the Company and hold a significant number of shares.
Each Director must own at least 250 shares in the Company: at least 125 shares on the date of their election by the Annual General Meeting, and the remaining 125 shares no later than 24 months after this date.
The decision as to whether the shares held by the Director should be registered or deposited, in full or in part, is the responsibility of the Director.
This stock ownership obligation is not applicable to Directors representing employees.
The Board is convened by any appropriate means. Notices convening a meeting may be transmitted by the Board Secretary of Directors. They are sent in writing at least eight days prior to a meeting, except in particular circumstances. The notices specify the venue of the meeting, which may be the headquarters or any other venue.
All the documents that are necessary to inform Directors about the agenda and about any questions submitted to the Board for review are enclosed with the convening notice or are sent or provided to the Directors within a reasonable period of time prior to the meeting.
These documents may be provided to them on a secure digital platform, within a reasonable period of time prior to the meeting. In exceptional cases, they may be provided at the meeting.
The Board meets as often as required in the best interest of the Company, and at least five 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.
The frequency and length of Board meetings must allow for an in-depth review and discussion of the matters that fall into the remits of each of the Committees.
The Directors meet once a year without any executive corporate officers, Directors representing the employees or other Group employees in attendance.
In accordance with the applicable legal and regulatory provisions, Directors who take part in Board meetings through telecommunication facilities are deemed to be present for the purpose of calculating the quorum and majority. The telecommunication facilities used must be such that the Directors can be identified and actually take part in the meeting, i.e., the system must at least transmit participants' voices and retransmit the Board's discussions and debates in an unbroken and simultaneous manner. However, the Board can decide, at its discretion, to rule out this method of participation.
A Director who takes part in a meeting through telecommunication facilities must ensure that the discussions remain confidential.
In accordance with the applicable legal and regulatory provisions and the Company's Articles of Association, unless any Director raises an objection, any decision of the Board of Directors may be taken by way of a written consultation, including electronically. The Board Secretary counts the votes of the Directors on the proposed resolution and informs the Board of the result of the vote.
Minutes are kept for each Board meeting.
The minutes of the meeting mention the use of videoconference or telecommunication facilities and the name of each Board member who participated in the meeting by such means. The minutes also indicate whether any technical incidents occurred during a meeting held by means of videoconference or telecommunication facilities, and if such incidents disrupted the course of the meeting.
The minutes of the deliberations include a summary of the debates and specify the decisions that were made. They mention the questions raised and the reservations expressed by participants.
The draft minutes of the last Board meeting are sent or given to all Directors no later than the date when the next meeting is convened.
The Board Secretary is granted the power to issue and certify copies or extracts of the minutes of Board meetings.
Decisions taken by means of written consultation with the Directors are recorded in minutes that are stored under the same conditions as other decisions taken by the Board of Directors.
The Secretary is appointed by the Board. He/she assists the Chairman in organising the Board’s work, in particular with drawing up the annual work programme and setting the dates of Board meetings.
With the support of General Management, he/she ensures the quality and production, sufficiently in advance, of the documents and drafts put to the vote of the Board at its meetings.
He/she prepares the draft minutes of Board meetings, which are submitted for the Board’s approval.
He/she is responsible for the secure IT platform made available to the Directors.
He/she monitors on an ongoing basis changes in the regulations and reflections in the marketplace with regard to the corporate governance of listed companies.
The Secretary organises, together with the Chairman, the annual assessment of the Board’s work and receives the annual reports on independence from each Director (see Article 3.2).
Every Director may consult the Board Secretary at any time with regard to the scope of the rights and obligations linked to his/her role.
