The Board also ensures that the Executive Corporate officers implement a policy of non-discrimination and diversity as regards gender balance in management bodies.
The Corporate Governance Report outlines the Board’s activity.
The Board prepares and convenes Annual General Meetings and sets the agenda. It puts the parent company and consolidated financial statements to the vote and presents its Management Report to which the Corporate Governance Report is appended to the meeting.
The Board sets the remuneration of corporate officers. It reports on its policy and decisions in its Management Report and in the Corporate Governance Report. The Annual General Meeting determines every year on the components of remuneration allocated or paid to each corporate officer for the past financial year in respect of their mandate. The Board is a collegial body which is legally unable to delegate its authority, except to General Management in those cases expressly provided for by law. Within the scope of its work, it may decide to set up Committees which do not have decision-making powers but provide useful information to support the Board with discussions and decisions. The Board decides on the composition of the Committees and the rules with regard to their operating methods.
The Board may ask one or more of its members or third parties to carry out special assignments or projects aimed in particular at studying one of more specific topics.
General Management of the Company is carried out under the responsibility of either the Chairman and Chief Executive Officer, or by another individual with the position of Chief Executive Officer where the two roles are separate. French law does not stipulate whether the positions of Chairman of the Board and Chief Executive Officer must be one role or two separate roles, meaning the Board is free to choose between either organisational structure for its General Management, depending on which is better suited.
Whether General Management is carried out by a Chairman and Chief Executive Officer or a Chief Executive Officer, the Board has the same prerogatives. It may in particular take all specific measures aimed at ensuring an ongoing balance of power.
General Management, which may be carried out by the Chairman and Chief Executive Officer or by a Chief Executive Officer, is granted the broadest powers to act in the name of the Company in any circumstances. It must exercise these powers within the limit of the Company’s corporate purpose subject to the powers expressly granted by French law to General Shareholders’ Meetings and the Board of Directors.
The Board has the possibility to limit the powers of General Management. Thus, transactions which may materially impact the scope of consolidation of the Company, in particular, transactions involving an amount in excess of €250,000,000 and all new transactions which are outside the normal course of business for an amount in excess of €50,000,000, must be submitted to the Board. In any event, the Board of Directors must be informed of the conclusion and implementation of all transactions.
General Management represents the Company in its dealings with third parties.
Upon a proposal by the Chief Executive Officer, the Board may appoint one or more individuals responsible for assisting the Chief Executive Officer, who will hold the corporate office of Deputy Chief Executive Officer(s).
Whatever the form of organisation chosen (Chairman and Chief Executive Officer or Chief Executive Officer), General Management is required to provide each Director with all the documents and information they require to carry out their duties.
More specifically, General Management provides Board members with information that may prove useful as they prepare meetings, or whenever the importance or urgency of the information so requires. This provision of ongoing information also includes any relevant information concerning the Company, and in particular press articles and reports containing financial analysis.
General Management allows Board and its Committees to meet with senior managers at L’Oréal, within the strict framework of their duties. In consultation with General Management, the Board and the Committees may use external consultants if they consider it necessary.
The Board is informed of the Company’s financial position and cash position at the close of the annual financial statements and the review of the interim financial statements, or at any other time it is necessary to do so.
The Directors of the Company:
This freedom of judgement enables them in particular to participate, completely freely, in the decisions and work of the Board, and, where applicable, its Committees.
The Board reviews the independence of each of its members every year, after obtaining the opinion of the Nominations and Governance Committee, in particular in light of the independence criteria in the AFEP-MEDEF Code and taking L’Oréal's specific needs into account. The findings of this evaluation are reported to the shareholders and made available to the general public.
